Agenda packet, regular meeting, first session — San Clemente City Council, August 15, 2023 (part 4 of 5)

STAGING AREA
City Project No. 23802
343
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MONTALVO AND RIVIERA PEDESTRIAN BRIDGES COATING REPLACEMENT PROJECT- PN23802 STAGING AREA FOR RIVIERA PEDESTRIAN BRIDGE.

Northerly side of the cul-de-sac, on PLAZA A LA PLAYA. STAGING AREA, two parking stalls at the beach entry (at red curb) during the daytime only (8AM-5PM).

Staging shall be to the left of the Fire Hydrant.
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MONTALVO AND RIVIERA PEDESTRIAN BRIDGES COATING REPLACEMENT PROJECT- PN 23802

MONTALVO PEDESTRIAN BRIDGES STAGING AREA
STAGING AREA, 20’x 50’ (5 stalls), at the Calafia Beach Parking lot on Avenida Calafia. 345
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APPENDIX “N”
CAM 17 METAL ANALYSIS REPORT
City Project No. 23802
346
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Panacea Project No. C22-974 Page 1 of 5
December 8, 2022
Attention: Ms. Belgin Cuhadaroglu, P.E. Via: Email
Associate Civil Engineer Office: 949.361.6128
City of San Clemente Cell: 949.426 3138
910 Calle Negocio Facsimile: 949.361.8316
San Clemente, CA 92673 [email protected]
SUBJECT: Results for Paint/Coating and Asbestos Bulk Sampling for Two Bridges Located Near 2499-2351 Plaza a La Playa, San Clemente, CA 92672 This letter summarizes the results for paint/coating (collectively referred to as “coating”) and asbestos bulk sampling for the above-referenced bridges. The bridges included in the scope of work are designated as Bridges #1 and #2 with the corresponding coordinates and illustrated below.
• Bridge #1 – Latitude: 33.4075641 Longitude: -117.6086681 • Bridge #2 – Latitude: 33.4085232 Longitude: -117.6093817 The scope of work includes the following:

1. Bakery (Building X, First Floor) – Upgrade fire suppression exhaust hood system.

2. Main Kitchen (Building X, Second Floor) - Upgrade fire suppression exhaust hood system.

3. CTC Medical Kitchen (Building C) - Upgrade fire suppression exhaust hood system.

1.0 SCOPE OF WORK
proposal scope of work and assumptions are as follows:
• The site reconnaissance will be performed by Panacea staff who is a California Department of Public Health (CDPH) Certified Lead Inspector/Assessor (CLIA) and/or CDPH-Certified Lead Sampling Technician (CLST) working under the direction of the CLIA. 347
PAN ACE A, INC.

Environmental s ervices
• 14905 Paramount Blvd., Suite H • Paramount, CA 90723 • Tel. 562.860.2869 • Fax 562.633.3180 DRAFT
Panacea Project No. C22-974 Page 2 of 5
Following items are attached to this letter:
• Figure 1 – Coating and Bulk Sample Locations,
• Building Inspectors Certifications,
• Laboratory Accreditations, and
• Laboratory Reports and Chain-of-Custody Records.

2.0 SCOPE AND SUMMARY OF WORK
The scope and summary of work included the following:
• Site reconnaissance to collect coating samples for California Administrative Manual (CAM) 17 Metal analysis.

A total of six coating samples were collected from two bridges on November 18, 2022.

The samples were collected by Mr. Xavier Lopez who is a California Department of Public Health (CDPH) Certified Lead Inspector/Assessor (CLIA).

The collected samples were submitted to SGS Forensic Laboratories in Carson, California, for CAM 17 Metal analysis.
• Site reconnaissance to collect bulk samples for asbestos analysis.

A total of six bulk samples were collected from two bridges on November 18, 2022. The samples were collected by Mr. Xavier Lopez who is a California Division of Occupational Safety and Health (commonly referred to as “Cal/OSHA”) Certified Site Surveillance Technician (CSST). He was working under the direction of Mr. Hsin Chou who is the Cal/OSHA Certified Asbestos Consultant (CAC).

The collected samples were submitted to SGS Forensic Laboratories in Carson, California, for polarized light microscopy (PLM) analysis.
• Evaluate the data and prepare summary report.

The sample results were reviewed, organized, and compared to various regulatory standards in this report. See the following section for the comparisons.

348
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Panacea Project No. C22-974 Page 3 of 5

3.0 SAMPLE RESULTS

3.1 BRIDGE #1
No asbestos was detected in the collected samples. The CAM 17 Metal analysis for the samples are present in Table 1 below.

TABLE 1 – BRIDGE #1
Total Threshold Limit Concentration (TTLC)
Regulatory Limits1 and Results Summary
Inorganic
Substances
Regulatory
STLC2
(mg/L)
Regulatory
TTLC3
(mg/Kg)
1-L-1, 1-L-2, 1-L-3
TTLC Results
(mg/Kg)
TTLC Results
>10x STLC
Potential
Hazardous
Silver (Ag) 5 500 <5 No No
Arsenic (As) 5 50 <40 No No
Barium (Ba) 100 100004 <100 to 4900 Yes Yes
Beryllium (Be) 0.75 75 <5 No No
Cadmium (Cd) 1 100 <20 Indetermined Yes
Cobalt (Co) 80 8000 <20 to 20 No No
Chromium (Cr) 55 2500 140 to 1200 Yes Yes
Copper (Cu) 25 2500 430 to 760 Yes Yes
Mercury (Hg) 0.2 20 <0.04 No No
Molybdenum (Mo) 350 3500 <50 to 50 No No
Nickel (Ni) 20.0 2000 410 to 830 Yes Yes
Lead (Pb) 5 1000 <30 to 40 No No
Antimony (Sb) 15 500 <40 No No
Selenium (Se) 1 100 <50 Indetermined Yes
Thallium (Tl) 7.0 700 <200 No No
Vanadium (V) 24 2400 30 to 90 No No
Zinc (Zn) 250 5000 <100 to 3700 Yes Yes
Notes:

1. Reference source: California Code of Regulations, Title 22, Chapter 11, Article 3.

2. If a substance is ten times (by rule of thumb) the STLC value found on the TTLC, the Waste Extraction test (WET) should be performed for the sample to evaluate its STLC value.

3. If a substance in a waste equals or exceeds the TTLC level, it is considered a hazardous toxic waste in California.

4. Excludes barium Sulfate .

5. If the soluble chromium as determined by the TCLP is less than 5 mg/L, and the soluble chromium as determined by the STLC test equals or exceeds 560 mg/L, and the waste is not otherwise identified as a RCRA hazardous waste, then the waste is a non-RCRA hazardous waste.

6. “<” = Concentration below the reporting (detection) limit of the sample analysis.

7. Indetermined = The concentration is below the reporint limit, but is above 10 times the TTLC concentration.
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Panacea Project No. C22-974 Page 4 of 5

3.2 BRIDGE #2
No asbestos was detected in the collected samples. The CAM 17 Metal analysis for the samples are present in Table 2 below.

TABLE 2 – BRIDGE #2
Total Threshold Limit Concentration (TTLC)
Regulatory Limits1 and Results Summary
Inorganic
Substances
Regulatory
STLC2
(mg/L)
Regulatory
TTLC3
(mg/Kg)
2-L-1, 2-L-2, 2-L-3
TTLC Results
(mg/Kg)
TTLC
Results >10x
STLC
Potential
Hazardous
Asbestos -- 1% ND -- No
Silver (Ag) 5 500 <0.5 to <0.9 No No
Arsenic (As) 5 50 <4 to <6 No No
Barium (Ba) 100 100004 <10 to <20 No No
Beryllium (Be) 0.75 75 <0.5 to <0.9 No No
Cadmium (Cd) 1 100 <2 to <4 No No
Cobalt (Co) 80 8000 <2 to <3 No No
Chromium (Cr) 55 2500 78 to 280 Yes Yes
Copper (Cu) 25 2500 46 to 140 No No
Mercury (Hg) 0.2 20 <0.04 to <0.06 No No
Molybdenum (Mo) 350 3500 <5 to <9 No No
Nickel (Ni) 20.0 2000 25 to 170 No No
Lead (Pb) 5 1000 3 to 9 No No
Antimony (Sb) 15 500 <4 to <6 No No
Selenium (Se) 1 100 <5 to <9 No No
Thallium (Tl) 7.0 700 <20 to <40 No No
Vanadium (V) 24 2400 8 to 23 No No
Zinc (Zn) 250 5000 <10 to <20 No No
Notes:

1. Reference source: California Code of Regulations, Title 22, Chapter 11, Article 3.

2. If a substance is ten times (by rule of thumb) the STLC value found on the TTLC, the Waste Extraction test (WET) should be performed for the sample to evaluate its STLC value.

3. If a substance in a waste equals or exceeds the TTLC level, it is considered a hazardous toxic waste in California.

4. Excludes barium Sulfate .

6. “<” = Concentration below the reporting (detection) limit of the sample analysis.

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351

4.0 CONCLUSIONS/RECOMMENDATIONS
The following conclusions/recommendations are based on the information obtained during this survey, laboratory analytical results , current regulatory guidelines and laws, state-of-the-industry practices, and the judgment of Panacea's personnel:
• BRIDGE #1 - The coating on this bridge does not contain asbestos, but it is potentially hazardous due to the metal concentrations.
o The contractor working on this bridge should be notified of the potential hazards associated with the coating and should take measures to properly protect its employees and the environment.
o The coating and associated waste removed by the contractor should be contained and segregated for hazardous waste characterization prior to the disposal. At a minimum, soluble threshold limit concentration (STLC) and Toxic Characteristic Leaching Procedures (TCLP) analysis should be performed for the following metals:
■ Barium, cadmium, chromium, copper, nickel, selenium, and zinc. • BRIDGE #2 - The coating on this bridge does not contain asbestos, but it is potentially hazardous due to the chromium concentrations.
o The contractor working on this bridge should be notified of the potential hazards associated with the coating and should take measures to properly protect its employees and the environment.
o The coating and associated waste removed by the contractor should be contained and segregated for hazardous waste characterization prior to disposal. At a minimum, STLC and TCLP analysis should be performed for chromium.

If you have any questions, please feel free to contact me at (562) 860-2869.

Very truly yours,
PANACEA, INC.

Hsin H. Chou, CIH, CAC
Principal
Attachments:
- Figure 1 - Coating and Bulk Sample Locations
Building Inspectors Certifications
- Laboratory Accreditations
Laboratory Reports and Chain-of-Custody Records
Panacea Project No. C22-974 Page 5 of 5
DRAFT
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ATTACHMENT

Page 1 of 18 ends

352
N
A
Coating Sample Location
(CAM 17 Analysis)
D Bulk Sample Location
(No Asbestos Detected)
PANACEA, INC.

Environmental Services
, / -
---
Notice of Exemption F I L E D Form D
To: NOV 0 8 2022 From: (Public Agency) City of San Clemente Engineering Division, 910 Calle Negocio, Suite 100
OftANGE COUNTY CLER,!S;lj,� DEPARTMENT
County Clerk BY: � DEPUTY
San Clemente, CA. 92673; Attn: Belgin Cuhadaroglu
(Address)
County of _o_
ra_
ng"-e _________ _
12 Civic Center Plaza, P.O. Box 238
Santa Ana, CA 92701
Project Ti
l
l
e: Montalvo and Riviera Pedestrian Bridges Coating Replacement Project.

Project Location - Specific:

The Montalvo bridge spans 96'-8' and Riviera Bridge spans 30', and both bridges are prefabricated steel with timber decking. The Bridges located at 200-ft west of the intersection of Ave Montalvo and Ave Lobeiro, and are in close proximity and parallel to OCTA Metrolink railroad. rrojoct Location -City: San ---------- Clemoote
Description of Nature, Purpose and Beneficiaries of Project:

Project Location - County: Orange
Currently the both bridges coating has become visibly deteriorated and is showing signs of rust, corrosion, and pitting.

Maintenance will include a complete removal and repair of the existing coating system. Coaling system will include applying a rust inhibitor, primer, and paint.

Nnmc of Puhlic: Aecncy Apprnving Pmject: City of San Clemente POSl=-E-0 Name of Person or Agency Carrying Out P
roject:

Exempt Status: (check one)
0 Ministerial (Sec. 21080(b)(I); 15268);
Ctty of San Clemente
0 Declared Emer&ency (Sec. 21080(b)(3); 15269(a)):
0 Emergency Project (Soc. 21080(b)(4): 15269(b)(c));
NOVO 8 2022
DfPARTMEN7
IKJ Categorical Bxemption. State type and section number: _S_e_c _tio_n_1_5_3 _01....:
,_C_la_s_s _1 ___________ _
0 S1atut0ry Exemptions. State code number: ____ ________________ _ Reasons why project is exe.mpt:

Consistent with Section 15301, Class 1, the project consists of general maintenance of components of the existing steel Montalvo and Riviera bridges.

Lead Agency
Contact Person: ----''---------- Kiel Koger Area CodefTelephone/Extension: {949) 361-6187 If filed by applicant:

I. Attach certified document of exemption finding.

2. Has a Notice of Exemption been filed by the public agency approving the project'/ I&:] Yes 0No Signature:
28 � ,?-""� Date: 11/03/2022 Title: Public Works Director Recorded in Official Records, Orange county
: ::::::: :: �:�
i:�ncy Date received for filing at
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1 * $ R O O 1 4 0 5 2 6 6 3 $ * 1 NO FEE
202285000983 1 : 12 pm 11 /08/22
383 Vltlndx Z01

0.00 50.00 0.00 0.00 0.00 0.00 0.00 0.00
ATTACHMENT 4
353
Wildlife and Fish of Department - California of State
FEE FILING DOCUMENT ENVIRONMENTAL 2022

RECEIPT CASH
753.5a DFG Previously 101/22) 7_53.5a (REV. 01 DFW '
CLEARLY. PRINT OR TYPE REVERSE. ON INSTRUCTIONS SEE

EMAIL LEADAGENCY AGENCY LEAD

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FILING OF AGENCY COUNTY/STATE
ITI !Orange

TITLE ECT PROJ
I Save 1 _ , Print
NUMBER: RECEIPT
-0972 1110812022 -30
appticat,le) (II NUMBER STATE CLEARINGHOUSE
DATE
11/08/2022

DOCUMENT NUMBER
202285000983

PROJECT REPLACEMENT COATING BRIDGES PEDESTRIAN RIVIERA AND MONTALVO

NAME APPLICANT PROJECT

CLEMENTE SAN OF CITY

ADDRESS APPLICANT PROJECT
100 STE NEGOCIO CALLE 910
{Check appropriote box) APPLICANT PROJECT
Dislrtcl School O Agency Public local 0
FEES: APPLICABLE CHECK
(EIR) Report Impact Environmental D
(MND)(ND) Declaration Mitigate<l/Negative D
L EMA APPLICANT PRO.ECT

STATE CITY

CA CLEMENTE SAN

NUMBER PHONE
(949)361-6187

CODE ZIP
92673
Entity Pnvate 0 Agency S1ate 0 District Special Other 0 $

0.00 ----------
__; ____ ___ $
o
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CDFW to directly due p.,ymenl - (CRP) document Program COl1ified Regulatory O $3,539.25
$2,548.00
--------� $ $1,203.25
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fee trom Exempt 0
(attach) Exemplioo of E'.I Nolice
(attach) Dolennination Effect No CDFW D
ccpy) receipt cash Issued previously (a1tach paid previously Fee 0 ontyJ Board Cootrol Resources Water (State Fee Petition or Application Water Right D fee handling documentary County 0
$ $850.00
$
$ Other 0
METHOD: PAYMENT
Credi! O Cash D

SIGNATURE
X
• PROJECl APPLtCANT OIUGIHAl
Other 0 Chec:l< 0
COFW/ASO · COPY

S RECEIVED AL TOT

TITLE AND NAME PRINTED FILING OF AGENCY

FRANCO CLAUDIA CLERK, DEPUTY
COPY-COVNfYCLERK AOENCY lEAO · COPY

0.00 0.00

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AGENDA REPORT

CITY OF SAN CLEMENTE
City Council Meeting
910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org
Meeting Date: 8/15/2023 Agenda Item: 6L
Department: Public Works
Prepared By Fatana Temory, Management Analyst
Subject:

CONSIDERATION OF A RESOLUTION TO AUTHORIZE A CONTRACT EXTENSION FOR THE SENIOR MOBILITY PROGRAM WITH CABCO YELLOW INC. (CALIFORNIA YELLOW CAB) Fiscal Impact:

Yes. The cost is $59,000 a year, which is included in the approved Fiscal Year 2024 (FY) adopted budget.

Summary:

The current contract for the Senior Mobility Program is set to expire on August 21, 2023. Per OCTA guidelines, cities are required to issue a Request for Proposal (RFP) after a five-year term.

Complying with OCTA requirements, Staff released an RFP for the Senior Mobility Program on July 20, 2023, and received no responses.

After discussions with OCTA, Staff has been advised to re-issue an RFP until a contract is awarded.

However, in order to continue providing senior transportation services without disruption to the program, approval would be needed from Council for a Second Amendment to the agreement with Cabco Yellow Inc. (California Yellow Cab) for a month-to-month contract extension to continue providing senior transportation services for up to one additional year, with a expiration date of August 21, 2024.

Background:

On August 21, 2018, City Council awarded a contract to Cabco Yellow Inc. (California Yellow Cab) to provide transportation services to residents age 60 and older. The funding for the program is made available through the Orange County Transportation Authority (OCTA) Senior Mobility Program (SMP). OCTA funds 80% of the program expenses and the City of San Clemente funds the remaining 20% balance.

The purpose of the Senior Mobility Program is to provide a safe fixed-route transportation option, to help senior residents lead independent lives while encouraging accessibility and enhancing their connection with our community. OCTA’s mission is to fill the gap between local fixed-route buses and ADA paratransit by providing local transportation services to seniors in participating cities in Orange County. Under the program, participating cities are eligible to receive funds from OCTA to help operate a transit program that fits the needs of seniors in their communities. Since 2002, the City of San Clemente has provided senior transportation services through the Senior Mobility Program. The City’s program is a no-cost transportation system that provides seniors age 60 and over who reside CITY OF SAN CLEMENTE Page 1 of 2 Printed on 8/9/2023
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Meeting Date: 8/15/2023 Agenda Item: 6L
in the City with transportation to a list of pre-approved locations.

Senior Mobility Program services are currently provided by Yellow Cab, and proposals for this service were last competitively solicited in 2018. The original contract with Yellow Cab was executed on August 21, 2018 and the initial three-year term expired on June 30, 2021. On February 21, 2023, City Council approved the First Amendment to that agreement, which extended the contract term through August 21, 2023.

Council Options:
· Adopt Resolution No. 23-82, authorizing the City Manager to execute a Second Amendment with Yellow Cab for a month-to-month contract extension for the continuation of the Senior Mobility Program until a contract is awarded through the RFP process. · Modify and adopt Resolution No. 23-82.
· Continue the Item with direction to provide additional information. Note: The Yellow Cab contract expires on August 21, 2023, this option would disrupt the program and leave seniors without transportation.
· Deny the Resolution and allow the contract to expire on August 21, 2023.

Environmental Review/Analysis:

The Senior Mobility Program was previously determined to be categorically exempt from the California Environmental Quality Act (CEQA) under Class 1 (Existing Facilities, 14 CCR Section 15301).

Recommended Actions:

Staff Recommendation
Staff recommends that the City Council adopt Resolution No. 23-82, which would authorize the City Manager to execute the Second Amendment to the Professional Services Agreement with Yellow Cab, providing for a month-to-month contract extension for the Senior Mobility Program.

Attachment:

1. Proposed Second Amendment

2. First Amendment

3. Original Yellow Cab Professional Services Agreement

4. Resolution 23-82
Notification:

None.

CITY OF SAN CLEMENTE Page 2 of 2 Printed on 8/9/2023
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55452.01100\40654113.1
ATTACHMENT 1

SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT FOR

SENIOR MOBILITY PROGRAM

THIS SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT FOR SENIOR MOBILITY PROGRAM (“Second Amendment”) is made and entered into effective as of August 20, 2023 (the “Effective Date”), by and between the City of San Clemente, a municipal corporation, hereinafter referred to as the “City,” and Cabco Yellow Inc. dba California Yellow Cab, a California corporation with its principle place of business at 520 W. Dyer Road, Santa Ana, CA 92707, hereinafter referred to as “Contractor.” The City and Contractor individually may be referred to herein as a “Party” and together may be referred to herein as the “Parties.”

1. RECITALS.

1.1 Agreement. The Parties entered into that certain Professional Services Agreement on August 21, 2018 for professional transportation services to be performed in connection with the City’s Senior Mobility Program (the “Original Agreement”).

1.2 On February 21, 2023, City and Contractor entered into that certain First Amendment to Professional Services Agreement for Senior Mobility Program (“First Amendment”) extending the contract through August 21, 2023. The Original Agreement and the First Amendment are hereafter referred to collectively as the “Agreement.”

1.3 The Parties now desire to amend the Agreement to month-to-month in order to extend its term through and including August 21, 2024.

2. TERMS.

2.1 Term. The Term of the Agreement as set forth in its Section 1.1 is hereby amended in its entirety to read as follows:
“The Term of this Agreement shall commence on the Effective Date, and shall continue and remain in effect, on a month-to-month basis, renewing automatically until August 21, 2024 (the “Expiration Date”), unless terminated earlier pursuant to the terms hereof. This Agreement shall not be further extended beyond the Expiration Date.”

2.2 Remaining Provisions of the Agreement. Except as otherwise specifically set forth in this Second Amendment, the remaining provisions of the Agreement shall remain in full force and effect.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
3 55452.01100\40654113.1 Page 2 of 2
IN WITNESS WHEREOF, the Parties hereto have entered into this Second Amendment as of the Effective Date set forth above.

CITY OF SAN CLEMENTE
By: __________________________
ATTEST: Andy Hall, City Manager
____________________________ Dated: ________________________ CITY CLERK of the City of
San Clemente, California
APPROVED AS TO FORM:

By: ________________________
Elizabeth A. Mitchell, City Attorney

APPROVED AS TO AVAILABILITY

OF FUNDING
By: ________________________
Finance AuthorizationCabco Yellow
Inc. dba California Yellow Cab
(“CONTRACTOR”)
Contractor’s License Number _____
By: __________________________
William Rouse, CEO
Dated: ________________________
By: __________________________
Tim Conlon, Secretary
Dated: ________________________
4 ATTACHMENT 2
5 FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT FOR SENIOR

MOBILITY PROGRAM
THIS FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT ("First Amendment") is made and entered into effective as of February 1/1_, 2023 (the "Effective Date"), by and between the City of San Clemente, a municipal corporation, hereinafter referred to as the "City," and Cabco Yellow Inc., dba California Yellow Cab, a California corporation with its principle place of business at 520 W. Dyer Road, Santa Ana, CA 92707, hereinafter referred to as "Contractor." The City and Contractor individually may be referred to herein as a "Party" and together may be referred to herein as the "Parties."

1. RECITALS.

1.2 The Parties now desire to amend the Agreement in order to extend its term through and including August 21, 2023.

2. TERMS.

2.1 Term. The Term of the Agreement as set forth in its Section 1.1 is hereby amended in its entirety as follows:
"The Term of this Agreement shall commence on the Effective Date, and shall continue and remain in effect, until August 21, 2023 (the "Expiration Date"), unless terminated earlier pursuant to the terms hereof This Agreement shall not be further extended beyond the Expiration Date."

2.2 Remaining Provisions of the Agreement. Except as otheiwise specifically set forth in this First Amendment, the remaining provisions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the Parties hereto have entered into this First Amendment as of the Effective Date set forth above.
of
San Clemente, California
55452.01100\40654 113.1 Page I of2

CITY OF SAN CLEMENTE
By~
Its: llitlJdOC
Dated: 3/I O {18
6 APPROVED AS TO FORM:

BEST BEST & KRIEGER
APPROVED AS TO AV AlLABILITY

OF FUNDING
By:~~
Finance Authorization
55452.0 I I 00\406541 13.1 Page 2 of2

CONTRACTOR
Contractor's License
~
Its: ?rt:?; de 11\t
Dated: VV\cw-c:..b &, , ~02 "3
ATTACHMENT 3
7 PROFESSIONAL SERVICES AGREEMENT

FOR SENIOR MOBILITY PROGRAM
I
THIS PROFESSIO AL SERVICES AGREEMENT (the "Agreement") is made and entered into this day1ls6f ~¼)t , 2018 by Cabco Yellow Inc., dba California Yellow Cab and between the City of San Clemente, a municipal corporation, hereinafter referred to as the "CITY" , and Cabco Yellow Inc., dba California Yellow Cab of 520 W Dyer Road. Santa Ana. CA 92707 hereinafter referred to as the "CONTRACTOR''.

RECITALS:

A. CITY requires profe sional Transportation services to be performed at or in connection with City of San Clemente Senior Mobility Program.

B. CO TRACTOR has represented to CITY that CONTRACTOR is qualified to perform said services and has submitted a proposal to CITY for same.

C. CITY desires to hav CONTRACTOR perform said services on the terms and conditions set forth herein.

COY EN ANTS:

Based on the foregoing Recitals and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by both parties CITY and CONTRACTOR agree as follows:

1.1 Term.

ARTICLE 1

RESPONSIBILITIES OF CONTRACTOR
The term of this Agre ment shall commence on the Effective Date, and shall continue and remain in effect until June 30, 2021, unless terminated earlier pursuant to the terms hereof. Notwithstanding the forgoing, the City Manager or his or her designee shall have the authority on behalf of the City to administratively approve extensions to the term hereof not to exceed a cumulative total of one hundred eighty ( 180) days.

1.2 Scope of Services.

CONTRACTOR shall perform any and al1 work necessary for the completion of the tasks and services set forth in the "Scope of Services" attached hereto and incorporat d herein as Exhibit "A" in a manner satisfactory to CITY. By execution of this Agreement CONTRACTOR warrants that (i) it has thoroughly investigated and considered the work 882/06_266-000 I
773382.08 a05/ I 0/18
8 to be performed; (ii) it has carefully examined the location or locations at or with respect to which the work is to be performed, as applicable; and (iii) it fully understands the difficulties and restrictions attending the performance of the work provided for under this Agreement. CONTRACTOR acknowledges that certain refinements to the Scope of Services may, on occasion, be necessary to achieve CITY's goals hereunder, and CONTRACTOR shall cooperate with and assist the CITY to identify and make such refinements prior to undertaking any tasks or services that may require refinement.

1.3 Schedule of Performance.

Prior to the City's execution of this Agreement, and as a condition to the effectiveness hereof, CONTRACTOR shall furnish to CITY proof of insurance coverage as required under Article 5, Insurance. Upon CITY's release to CONTRACTOR of a fully executed copy hereof and issuance of a written Notice to Proceed, CONTRACTOR shall promptly commence performance of the work. Until such time, CONTRACTOR is not authorized to perform and will not be paid for performing any work under this Agreement. CONTRACTOR shall exercise reasonable diligence to have the services as set forth in Exhibit "A" completed and submitted to CITY for final approval as soon as reasonably practicable and in accordance with the schedule of performance attached hereto and incorporated herein as Exhibit "B", provided that CONTRACTOR shall be entitled to an extension of time for any delays caused by events or occurrences beyond CONTRACTOR's reasonable control.

1.4 Identity of Persons Performing Work.

CONTRACTOR represents that it employs or will employ at its own expense all personnel required for the satisfactory performance of any and all tasks and services required hereunder. CONTRACTOR shall not replace any of the principal members of the Project team, including any of the persons listed in Exhibit "A" (if CONTRACTOR'S personnel is listed on Exhibit "A"), or any successors to any of such persons, without CITY's prior written approval.

CONTRACTOR represents that the tasks and services required hereunder will be performed by CONTRACTOR or under its direct supervision, and that all personnel engaged in such work shall be fully qualified and shall be authorized and permitted under applicable State and local law to perform such tasks and services. In carrying out such tasks and services, CONTRACTOR shall not employ any undocumented aliens (i.e., persons who are not citizens or nationals of the United States).

This Agreement contemplates the personal services of CONTRACTOR and CONTRACTOR's employees, and it is recognized by the parties hereto that a substantial inducement to CITY for entering into this Agreement was, and is, the professional reputation and competence of CONTRACTOR and CONTRACTOR's employees. Neither this Agreement nor any interest therein may be assigned by CONTRACTOR, except upon written consent of CITY.
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9 Furthermore, CONTRACTOR shall not subcontract any portion of the performance contemplated and provided for herein without the prior written approval of CITY, except for those subcontractors named in the proposal for the project. Nothing herein contained is intended to or shall be construed as preventing CONTRACTOR from employing or hiring as many employees as CONTRACTOR may deem necessary for the proper and efficient execution of this Agreement.

1.5 Cooperation and Coordination of Work With CITY.

CONTRACTOR shall work closely with CITY's designated representative, either individual or committee, who shall have the principal responsibility for liaison and who shall, on a continuous basis, review and approve CONTRACTOR's work.

CONTRACTOR shall ensure that CITY has reviewed and approved all required work as the project progresses.

1.6 Compliance With Laws.

CONTRACTOR shall comply with all applicable Federal, State and local laws, ordinances and regulations, including without limitation all applicable fair labor standards.

CONTRACTOR shall not discriminate against any employee or applicant for employment or any approved subcontractor, agent, supplier or other firm or person providing services to CONTRACTOR in connection with this Agreement on the basis of race, color, creed, ancestry, national origin, religion, sex, sexual orientation, marital status, or mental or physical disability. CONTRACTOR shall take affirmative action to ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, color, creed, ancestry, national origin, religion, sex, sexual orientation, marital status, and mental or physical disability. Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.

Prior to execution of this Agreement, CONTRACTOR shall furnish to CITY proof that CONTRACTOR and all of its subcontractors have a current, valid business license issued by CITY.

1. 7 Standard of Performance.

CONTRACTOR acknowledges and understands that the services and work contracted for under this Agreement require specialized skills and abilities and that, consistent with this understanding, CONTRACTOR's services and work shall be held to a standard of quality and workmanship prevalent in the industry for such service and work. CONTRACTOR represents to CITY that CONTRACTOR holds the necessary skills and abilities to satisfy the standard of work as set forth in this Agreement. CONTRACTOR shall perform the work and services under this Agreement in accordance with such standard of work and in accordance with the accepted standards of the professional disciplines involved in the project. All work shall be completed to the reasonable satisfaction of CITY. If CITY 882/062266-000 I
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10 reasonably determines that the work is not satisfactory, CITY shall have the right to: (i) meet with CONTRACTOR to review CONTRACTOR's work and resolve matters of concern;· and/or (ii) require CONTRACTOR to repeat unsatisfactory work at no additional charge until it is satisfactory.

1.8 Contractor Ethics.

CONTRACTOR represents and warrants that it has not provided or promised to provide any gift or other consideration, directly or indirectly, to any officer, employee, or agent of CITY to obtain CITY's approval of this Agreement. CONTRACTOR shall not, at any time, have any financial interest in this Agreement or the project that is the subject of this Agreement other than the compensation to be paid to CONTRACTOR pursuant to Article 3, Compensation. In the event the work and/or services to be performed hereunder relate to a project and/or application under consideration by or on file with the City, (i) CONTRACTOR shall not possess or maintain any business relationship with the applicant or any other person or entity which CONTRACTOR knows to have a personal stake in said project and/or application, (ii) other than performing its work and/or services to CITY in accordance with this Agreement CONTRACTOR shall not advocate either for or against said project and/or application, and (iii) CONTRACTOR shall immediately notify CITY in the event CONTRACTOR determines that CONTRACTOR has or acquires any such business relationship with the applicant or other person or entity which has a personal stake in said project and/or application. The provisions in this Section 1.8 shall be applicable to all of CONTRACTOR's officers, directors, employees, and agents, and shall survive the termination of this Agreement.

1.9 Changes and Additions to Scope of Services.

CITY may make changes within the general scope of services provided for in this Agreement. CONTRACTOR shall agree to any such changes that are reasonable.

CONTRACTOR shall make no change in or addition to the character or extent of the work required by this Agreement except as may be authorized in advance in writing by CITY. Such supplemental authorization shall set forth the specific changes of work to be performed and related extension of time and/or adjustment of fee to be paid to CONTRACTOR by CITY.

1.10 Hiring of Illegal Aliens Prohibited
CONTRACTOR shall not hire or employ any person to perform work within the City of San Clemente or allow any person to perform work required under this Agreement unless such person is a United States citizen or is properly documented and legally entitled to be employed within the United States.
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11 1.11 Endorsement on PS&E/Other Data
CONTRACTOR shall sign all plans, specifications, estimates (PS&E) and engineering data furnished by CONTRACTOR, and where appropriate will indicate CONTRACTOR's authorized signature and professional registration number.

2.1 Provision of Information.

ARTICLE2

RESPONSIBILITIES OF CITY
CITY shall provide full information regarding its requirements for the project, and it shall furnish, without charge to CONTRACTOR, any and all information, data, plans, maps and records which are available k> CITY and are necessary for the provision by CONTRACTOR of the tasks and services set forth herein.

2.2 Cooperation With CONTRACTOR.

CITY shall cooperate with CONTRACTOR in carrying out the work and.services required hereunder without undue delay. In this regard, ·CITY, including any representative thereof, shall examine plans and documents submitted by CONTRACTOR, shall consult with CONTRACTOR regarding any such plans and documents, and shall render any necessary decisions pertaining to such plans and documents as promptly as.is practicaole. ·
ARTICLE 3

PAYMENT

3.1 Payment Schedule: Maximum Payment Amount.

Prior to the tenth of the month, CONTRACTOR shall submit to CITY a monthly status ·report and invoices itemizing the services rendered during the previous month. Within fifteen (15) working days after receipt of an invoice from CONTRACTOR, CITY shall determine whether and to what extent CONTRACTOR has adequately performed the services for which payment is sought. If CITY determines that CONTRACTOR has not adequately performed such services, CITY shall inform CONTRACTOR of those acts which are necessary for satisfactory completion. Subject to the provisions of Section 5.2 below, which provide for the City to withhold payment in the event CONTRACTOR's insurance expires during the term of this Agreement, CITY shall cause payment to be made to CONTRACTOR within fifteen (15) working days from CITY's determination that CONTRACTOR has adequately performed those services for which CITY has been invoiced. In no case shall CITY pay in excess of each line item set forth in Exhibit "A" for any particular task unless approved and authorized by the CITY in writing ( applicable · only if Exhibit "A" breaks down the Scope of Services on a line item basis). The total compensation for the Scope of Services set forth in Exhibit "A" shall not exceed · One Hundred Seventy Six Thousand Nine Hundred and Four Dollars ($176,904), 882/062266-0001
773382.08 a0S/10/18 .,5.
12 including all amounts payable to CONTRACTOR for its overhead, payroll, profit, and all costs of whatever nature, including without limitation all costs for subcontracts, materials, equipment, supplies, and costs arising from or due to termination of this Agreement (the "Total Compensation").
3 .2 Changes in Work.

If CONTRACTOR estimates that any proposed change within the general scope of services set forth in Exhibit "A" causes an increase or decrease in the cost and/or the time required for performance of this Agreement, CONTRACTOR shall so notify CITY of that fact in advance of commencing performance of such work. Any such change, and the cost for such change, shall be agreed upon by CITY and CONTRACTOR, and reduced to a writing that, once signed by both CITY and CONTRACTOR, shall modify this Agreement accordingly. In determining the amount of any cost increase for such change, the value of the incomplete portions of the original tasks and services affected by the change shall be credited back to CITY. ·

3.3 Additional Work.

CITY may request CONTRACTOR to perform additional services not covered by the specific scope of services set forth in Exhibit "A", and CONTRACTOR shall perform such extra services and will be paid for such extra services when the extra services and the cost thereof are reduced to writing, signed by both CITY and CONTRACTOR, and made a part of this Agreement. CITY shall not be liable for payment of any extra services nor shall CONTRACTOR be obligated to perform any extra services except upon such written amendment. To the extent that the extra services render all or a portion of the original tasks and services unnecessary, the value of the unnecessary and incomplete portions of original tasks and services shall be credited back to CITY.

ARTICLE4

INDEPENDENT CONTRACTOR
CONTRACTOR is an independent contractor and not an employee of the CITY. Neither the CITY nor any of its employees shall have any control over the conduct of the CONTRACTOR or any of CONTRACTOR's employees, except as herein set forth, and CONTRACTOR expressly warrants not to, at any time or in any manner, represent that CONTRACTOR, or any of CONTRACTOR's agents, servants or employees, are in any manner agents, servants or employees of the CITY, it being distinctly understood that CONTRACTOR is and shall at all times remain as to the CITY a wholly independent contractor and that CONTRACTOR's obligations to the CITY are solely such as are prescribed by this Agreement.
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13 5 .1 Indemnification

ARTICLES

INDEMNITY AND INSURANCE

FOLLOWING PARAGRAPH APPLICABLE TO AGREEMENTS
WHERE CONTRACTOR IS A "LICENSED DESIGN PROFESSIONAL"
AND IS PROVIDING DESIGN PROFESSIONAL SERVICES:

To the fullest extent permitted by law (including, without limitation, California Civil Code Sections 2782 and 2782.6), CONTRACTOR shall defend (with legal counsel reasonably acceptable to the CITY), indemnify, and hold free and harmless CITY and CITY's agents, officers, and employees, and the San Clemente Redevelopment Agency and its agents, officers, and employees (collectively, the "Indemnitees") from and against any and all claims, loss, cost, damage, injury (including, without limitation, injury to or death of CONTRACTOR or any officers, agents, employees, representatives, or subcontractors of CONTRACTOR [ collectively, the "CONTRACTOR ENTITIES"]), expense and liability of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney's fees, litigation expenses and fees of expert Contractors or expert witnesses incurred in connection therewith and costs of investigation) that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of CONTRACTOR, any of the CONTRACTOR ENTITIES, anyone directly or indirectly employed by any of them, or anyone that they control (collectively, the "Liabilities"). Such obligation to defend, hold harmless and indemnify any Indemnitee shall not apply to the extent that such Liabilities are caused in part by the sole negligence, active negligence, or willful misconduct of such Indemnitee.

FOLLOWING PARAGRAPH APPLICABLE TO AGREEMENTS WHERE
CONTRACTOR IS NOT A "LICENSED DESIGN PROFESSIONAL":

CONTRACTOR shall defend (with legal counsel reasonably acceptable to the CITY), indemnify, and hold free and hannless CITY and CITY's agents, officers, and employees, and the San Clemente Redevelopment Agency and its agents, officers, and employees from and against any and all claims, loss, cost, damage, injury (including, without limitation, injury to or death of an employee of CONTRACTOR or CONTRACTOR's officers, agents, employees, representatives, or subcontractors [collectively, the "CONTRACTOR ENTITIES"]), expense and liability of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney's fees, litigation expenses and fees of expert Contractors or expert witnesses incurred in connection therewith and costs of investigation) that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, the actions or failure to act of CONTRACTOR, any of the CONTRACTOR ENTITIES, anyone directly or indirectly employed by any of them, or anyone that they control, under this Agreement.
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14 For purposes of this Agreement, a "Licensed Design Professional" shall be limited to licensed architects, registered professional engineers, licensed professional land surveyors and landscape architects, all as defined under current law, and as may be amended from time to time by California Civil Code § 2782.8. 5 .2 Insurance.

Prior to the City's execution of this Agreement, and as a condition to the effectiveness hereof, CONTRACTOR shall submit certificates and endorsements to CITY indicating compliance with the following minimum insurance requirements, and CONTRACTOR shall maintain such insurance in effect during the entire term of this Agreement:

A. Workers' Compensation insurance to cover CONTRACTOR's employees as required by the California Labor Code with employer's liability limits not less than One Million Dollars ($1,000,000) per accident or disease.

Before execution of this Agreement by CITY, CONTRACTOR shall file with CITY the attached signed Worker's Compensation Insurance Certification. CONTRACTOR shall require all subcontractors similarly to provide such compensation insurance for the respective employees.

None of the CITY, the San Clemente Redevelopment Agency, or any of their respective officers, employees, and agents will be responsible for any claims in law or equity occasioned by failure of CONTRACTOR to comply with this paragraph.

B. Commercial General Liability, personal injury and property damage liability, contractual liability, independent contractor's liability, and automobile liability insurance, with minimum combined liability limits of One Million Dollars ($1,000,000) per occurrence for all covered losses, and Two Million Dollars ($2,000,000) in the aggregate. Any deductible or self-insured retention in excess of Five Thousand Dollars ($5,000) shall be declared to the City and requires the prior approval of the City's Risk Manager. Each such policy of insurance shall:
882/062266-0001
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(1)
(2)
be issued by companies that hold a current policy holder's alphabetic and financial size category rating of not less than AVII, according to the current Best's Key Rating Guide or a company of equal financial stability that is approved by CITY's Risk Manager for all coverages except surety.
name and list as additional insureds CITY, CITY's officers, employees, and agents and, if the CITY' s Risk Manager so requires, the City of San Clemente Redevelopment Agency and its officers, employees, and agents. An endorsement shall accompany the insurance certificate naming such additional insureds. -8-
15 C.
(3) specify it acts as primary insurance and that no insurance held or owned by CITY ( or, if applicable, the San Clemente
Redevelopment Agency) shall be called upon to cover a loss under said policy;
(4) contain a clause substantially in the following words: "it is hereby understood and agreed that this policy may not be canceled or materially changed except upon thirty (30) days prior written notice to CITY of such cancellation or material change as evidenced by a return receipt for a registered letter;" ( 5) cover the operations of CONTRACTOR pursuant to the terms of this Agreement; and
(6) be written on an occurrence and not a claims made basis.

Professional Liability or Errors and Omissions insurance specifically designed to protect against acts, errors or omissions of the CONTRACTOR and "covered professional services" as designated in the policy must specifically include work performed under this Agreement. The policy limit shall be not less than One Million Dollars ($1,000,000) per claim and One Million Dollars ($1,000,000) in the aggregate. The policy must "pay on behalf of' the insured and must include a provision establishing the insurer's duty to defend.

If this box is checked and CITY has initialed below, the requirement for Professional Liability or Errors and Omissions insurance set forth in paragraph C above is hereby waived.

CITY's Initials:

Notwithstanding anything herein to the contrary, in the event any of CONTRACTOR's insurance as required pursuant to this Section 5.2 expires during the term of this Agreement, CITY shall withhold any payment due to CONTRACTOR hereunder until such time as CONTRACTOR obtains replacement insurance that meets all of the applicable requirements hereunder and submits certificates and endorsements evidencing such insurance to CITY.

CONTRACTOR shall require all of its subcontractors to procure and maintain during the course of their subcontract work with CONTRACTOR insurance that complies with the foregoing minimum insurance requirements. CONTRACTOR shall obtain from such subcontractors and retain in its files certificates evidencing such compliance. 882/062266-000 I
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16 ARTICLE6

TERMINATION
This Agreement may be terminated by CITY for any reason, with or without cause, upon written notice to CONTRACTOR. In such event, CONTRACTOR shall be compensated for all services performed and costs incurred up to the date of notification for which CONTRACTOR has not been previously compensated, plus termination expenses reasonably incurred and properly accounted for (but in no event to exceed the amount which, when combined with other amounts paid, exceeds the amount for any uncompleted task set forth in Exhibit "A", as applicable). Upon receipt of notice of termination from CITY, CONTRACTOR shall immediately stop its services, unless otherwise directed, and deliver to CITY all data, drawings, reports, estimates, summaries and such other information and materials as may have been accumulated by CONTRACTOR in the performance of this Agreement, whether completed or in process.
7 .1 Ownership of Documents.

ARTICLE 7

MISCELLANEOUS
All reports, software programs, as well as original data collected, original reproducible drawings, plans, studies, memoranda, computation sheets and other documents assembled or prepared by CONTRACTOR or furnished to CONTRACTOR in connection with this Agreement shall be the property of CITY and delivered to CITY at completion of the project or termination of this Agreement, whichever occurs first.

Copies of said documents may be retained by CONTRACTOR, but shall not be made available by CONTRACTOR to any individual or organization without the prior written approval of CITY.

Any use of completed documents for projects other than that covered by this Agreement and/or any use of uncompleted documents without specific written authorization from CONTRACTOR will be at CITY's sole risk and without liability or legal exposure to CONTRACTOR.

7.2 Notices.

Any notices to be given under this Agreement shall be given by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States mail, addressed to CONTRACTOR at 520 W Dyer Road, Santa Ana, CA 92707, and to the City of San Clemente, 910 Calle Negocio, San Clemente, California 92673, Attention:

Manny Ruelas, Management Anlayst.

7.3 Covenant Against Contingent Fees.

CONTRACTOR warrants that it has not employed or retained any company or person to solicit or secure this Agreement and that it has not paid or agreed to pay any company or person any fee or commission from the award or making of this Agreement. For breach 882/062266-0001
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17 or violation of this warranty, CITY shall have the right to annul this Agreement without liability or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee or commission.

7.4 Liquidated Damages.
□ APPLICABLE ONLY IF THIS BOX HAS BEEN CHECKED AND BOTH PARTIES HA VE INITIALED BELOW.

If CITY seeks monetary damages for CONTRACTOR'S failure to complete all of the services required hereunder by the completion date set forth in Exhibit "B" (the "Completion Date"), CONTRACTOR shall be required to pay to CITY Dollars ($ ) per day for each day beyond the Completion Date that any of such services remain uncompleted; provided, however, that nothing herein shall be deemed to limit CITY's remedy for CONTRACTOR's failure to complete all services required hereunder by the Completion Date to seeking monetary damages, and CITY shall be entitled to pursue any other equitable remedy permitted by law, including, without limitation, specific performance.

THE PARTIES HERETO AGREE THAT THE AMOUNT SET FORTH IN THIS SECTON 7.4 {THE "DAMAGE AMOUNT") CONSTITUTES A REASONABLE

APPROXIMATION OF THE ACTUAL DAMAGES THAT CITY WOULD SUFFER DUE

TO CONTRACTOR'S FAILURE TO COMPLETE ALL OF THE SERVICES REQUIRED

HEREUNDER BY THE COMPLETION DA TE, CONSIDERING ALL OF THE

CIRCUMSTANCES EXISTING ON THE EFFECTIVE DA TE OF THIS AGREEMENT,

INCLUDING THE RELATIONSHIP OF THE DAMAGE AMOUNTS TO THE RANGE

OF HARM TO CITY, THAT REASONABLY COULD BE ANTICIPATED AND THE

ANTICIPATION THAT PROOF OF ACTUAL DAMAGES WOULD BE COSTLY OR INCONVENIENT. THE DAMAGE AMOUNT SET FORTH IN THIS SECTION 7.4

SHALL BE THE SOLE DAMAGES REMEDY FOR CONTRACTOR'S FAILURE TO

COMPLETE ALL OF THE SERVICES REQUIRED HEREUNDER BY THE
COMPLETION DATE, BUT NOTHING IN THIS SECTION 7.4 SHALL BE

INTERPRETED TO LIMIT CITY'S REMEDY FOR CONTRACTOR'S FAILURE TO

COMPLETE ALL OF THE SERVICES REQUIRED HEREUNDER BY THE
COMPLETION DATE TO SUCH A DAMAGES REMEDY. IN PLACING ITS INITIALS

AT THE PLACES PROVIDED HEREINBELOW, EACH PARTY SPECIFICALLY

CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE

FACT THAT EACH PARTY HAS BEEN REPRESENTED BY COUNSEL OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY COUNSEL TO EXPLAIN THE.

CONSEQUENCES OF THE LIQUIDATED DAMAGES PROVISION AT OR PRIOR TO THE TIME EACH EXECUTED THI~Gr::T,
CONTRACTOR'S INITIALS: CITY'S INITIALS:
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18 Notwithstanding any of the above, nothing herein is intended to preclude the CITY's recovery of its attorney's fees and costs incurred to enforce this Section 7.4, as provided in Section 7 .10 below.

7.5 Interpretation and Enforcement of Agreement.

This Agreement shall be construed and interpreted both as to validity and performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted and maintained in the Superior Court of the County of Orange, State of California, or in any other appropriate court with jurisdiction in such county, and CONTRACTOR agrees to submit to the personal jurisdiction of such court.

7.6 Disputes.

In the event of any dispute arising under this Agreement, the injured party shall notify the defaulting party in writing of its contentions by submitting a claim therefor. The injured party shall continue performance of its obligations hereunder so long as the defaulting party immediately commences to cure such default and completes the cure of such default with reasonable diligence and in no event to exceed 30 days after service of the notice, or such longer period as may be permitted by the injured party; provided, that if the default results in an immediate danger to the health, safety, and general welfare, CITY may take such immediate action as CITY deems warranted.

7.7 Retention of Funds.

CITY may withhold from any monies payable to CONTRACTOR sufficient funds to compensate CITY for any losses, costs, liabilities or damages suffered by CITY due to default of CONTRACTOR in the performance of the services required by this Agreement.

7.8 Waiver.

No delay or omission in the exercise of any right or remedy by a nondefaulting party shall impair such right or remedy or be construed as a waiver. CITY's consent or waiver of one act or omission by CONTRACTOR shall not be deemed to constitute a consent or waiver of CITY's rights with respect to any subsequent act or omission by CONTRACTOR. Any waiver by either party of any default must be in writing.

7.9 Rights and Remedies are Cumulative.

Except as may be expressly set forth in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies or other rights or remedies as may be permitted by law or in equity shall not preclude the exercise by such party, at the same or different times, of any other rights or remedies to which such party may be entitled.
882/062266-000 I
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19 I
'l

7.10 Attorneys' Fees.

In the event either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party in such action shall be entitled to recover its reasonable costs and expenses, including without limitation reasonable attorneys' fees and costs. Attorneys' fees shall include attorneys' fees on any appeal, and in addition, a party entitled to attorneys' fees shall be entitled to all other reasonable costs for investigating such action, including the taking of depositions and discovery, expert witness fees, and all other necessary costs incurred in the litigation, suit, or other action requiring attorney time. All such fees shall b_e enforceable whether or not such action is prosecuted to final judgment.
7 .11 Integrated Agreement.

This Agreement contains all of the agreements of the parties and cannot be amended or modified except by written agreement. No prior oral or written understanding shall be of any force or effect with respect to those matters covered in this Agreement.

7.12 Authority.

The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties. [APPLICABLE TO INDIVIDUAL CONTRACTORS ONLY]

7.13 Compliance with California Unemployment Insurance Code Section 1088.8: Prior to signing the Contract, CONTRACTOR shall provide to CITY a completed and signed Form W-9, Request for Taxpayer Identification Number and Certification.

CONTRACTOR understands that pursuant to California Unemployment Insurance Code Section 1088.8, the CITY will report the information from Form W-9 to the State of California Unemployment Development Department, and that the information may be used for the purposes of establishing, modifying, or enforcing child support obligations, including collections, or reported to the Franchise Tax Board for tax enforcement purposes.
882/062266-000 I
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[End - Signature page follows]
-13-
20 IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed on the respective dates set fo1th opposite their signatures.

TTEST:

APPROVED AS TO FORM:

B ~ BEST & K.RlE R

APPROVED AS TO AVAILABILITY

OFFUN G
By:
ss_106226o-ooo 1
77:1382 .0S a05110118
CITY~ OF TE
By: ----r'rl.-------------- 1 ts: \[)..7 •. r
Dated (0 (15' / 1,r , 20 ,.--
Cabco Yellow Inc. dba California Yellow Cab
('·CONTRACTOR'')
Co~ License Number
By:- ~ ~
Its: President
Dated: September 6 2018
- 14 -
21 882/062266-000 I
773382.08 a05/I0/l8
EXHIBIT "A"

SCOPE OF SERVICES
EXHIBIT "A"
22 Senior Mobility Program
Transportation Services
City of San Clemente
June 7, 2018
1 23

TABLE OF CONTENTS

LETTER OF TRANSMITTAL

COMPANY PROFILE

PROJECT UNDERSTANDING & WORK PLAN

REPORTING, BILLING, COMPLAINTS, & INCIDENTS

FLEET & MAINTENANCE

OPERATIONS BASE, DRIVER TRAINING & POLICIES

EXPERIENCE
STAFF

ORGANIZATION CHART
PROPOSED STAFFING RESUME: TIM CONLON
PROPOSED STAFFING RESUME: MELISSA GOMEZ

EXHIBIT D

WORKER'S COMPENSATION INSURANCE CERTIFICATION

PROPOSAL COST SUMMARY FORM
2 3
4 5
6 7
9 10
14 15
17 19
21 36
38 24
California Yellow Cob
520 West Dyer Road Sonia Ana, California 92707
714.427.2555 F 714.438.0405 www.ColiforniaYellowCab.com Tim Conlon, President [email protected]
.Jl.me 7, ".>Q l 8
i,) a , w R uelc~. Mm 1e1ger ,er, t A u Iv~ I
City of San Clerrente
91 Calle ,Jegoc:10 , ~IJi e I 00
San Cfern e e, CA 9267 3
Hello Mr. Ruele1s,
Cabco Yellow lt~c., db{! Coli omio (~flc)vJ Cob (CYCJ ras ·~c~ive Ser ior Taxi Services or tr1e c fty and r"') octtrJlly s bmits H1c toll-::ivvi ck •o.-.,ledge- 1he receipt or all pe !inerit RFP r ,c., terials or d ce 1ify P opos.cl s ell remain. valid for o po iocl o+ not lc-s.s t on 90 d OY" - o 5ubr'ni O I.
'l6 ur FP for the
g f(espo se. I
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I bo.sinoss si cc I 9G5 . CYC os a ,o g li is'or1· o prov·iding tr ns:port tio n se v ic es Clt GO · beyond the t(odi1i6n for11i-s of v. cub se vices. =o ly on · the c.ompr:ny s hi5tory, vlo icl n -noel Jndor crr·e :;egr ,ents of O a13e Cou 1 y's po IJIO ion a.., d S:o tfJ I k.) c , u an <.Jri-dernorw se vice op ,on ::ir tnos .... of ec to lJy ne d llenges ot pub k_ ronsp ation . Tocia y, CYC remains. It ,e I rge'.:iol and most odap Lve xicob feet in e coun y, prov11. in senior::. an ra an~it pos-sengers 1!1 o ortun·ty ·o G,e1 w· em l·hey reed lo =o· wft o doin9 so occording too b .)S schf. d ule.

At his t·rr e1 w,e Clre lr1 cc nlrcwror5 1o , rnero s · enior tra por1a1 ion pirogro m:i in ~ co nt',,1' inclL c:fin - ii e citie- o· f"eo, Cy res. ,. Four to i Volley. Ful le(o 1. L ur-10 N oods. ,i ssio n Vie jo , Oro ge, nd Ge-rd-:. ,. ro',/ ,, CYC i~ ,ergt)1 eel 1o have 1he oppo, rii!y to s rr i 1hi Prop .... sol o ·r·ou and we ~Nol'como 11 o opportunit y o co , inue to eet the , an.,porla1io rit:;'.eds. or seniors ·n you r fine Ci y.

Sin-eel1/ fl c~
nm Co Ion
Preside
3 25
LegaJ Nome of Company:

Cabco Yerlow Inc.
dba Nome of Company:

Colifornia YelilOMt Cab
520 W. Dyer Rd
S,anta Ano,, Co 92707
www.C.al[f,OrniaYeilowCgb.c:om
IDftpat~h Phon.e Num:ben:
f 714 }444~4444 '9 49) 444a444-1
j' 657 ],44"4•4444
( 877 }9J,5m5692
!Name and Tlff:e of Person Completing Propos<al:
nm Conlon, Preside,nt
P (7 ij 4) 427~:255.5 Ext. l 12
F [71!4)438~0405
t [email protected]
Employer ld•nfffl<::aflon Numb&r.
33~0 723,354,
Sttdement of Own,m;hf:p:

Cobco Yelrovv, Inc. ls o Calif,om6o S-Corp,
Wholly owned by principals Mltohe«li Rouse and William Rou•se.

Years In Business:::
20+
Faih1re1 °' Refusols to Complete Any Con1racfs:

None
Financial lnteresls In other Llne.s of auslne-:ss:

Principals additionaUy own American logfistics Company and No1tional: la~i ' Systems ..
·Orange Covnty f,axl Admtnbtrcaffon Program (OCT AP) P nmit:
#11
4 26
Project Understandln.g & Work Pian for
City of San Clement•
Catifon1ro YaHow Cob~ CYC~ understands and wm comply wit~, Iha services thot are '.Specified in the RFP for ·lhe Olty or San Clemente. All drivers wiU'l. CYC ore, 1ndependent conlrack::irs;. O!. rs the case with all cab comporni6$ lr, th~ County. ln 2000, CYC began servicing the elderly communfty ·end provided service5; lo the Senior Mobility Program (SMP) in Mis.sron Viejo. Colifornkt .Since the.n, CYC corrtinJJes to service the program rilong with appro,ximotely 12 othet Senior M ob~ily Progm ms in Orange· County.

Out of the- 12 senor MobilHy Progroms, CYC 1ervit;~5 6 that are located in the Southern regions of Orange County ( Missiorn Viajo, loguno liiHs, Lagung Woods.

LoQunc N,gue~, Late Forest, ond Roocho Santa Margarita). Due to ·the great demand of kips in S-o.utlierr'l Or0r"IQe County, out ot thie ! 47 CYC drivers. mi,r1lmum of ·15 '%, of our dnvers •OT'e lo·c-oted throughout the do,,· l'n Soufb County crvaik,ble lo service the seniors in San C!emenie.

W& are conftdent that our staff and drivers wlll work toge1her from the .second o .son c•em-ente • s lfes.ident calls to ploce on order l'o fha second they have been tron5pQrted to their location. All seniors will be ·bra!'l~ported to Son Clemenlte Senior Cenfer Monday through Frlday for lvnch and acii'viHe-1 and/or transpgrted on lhe ffxed route~ to the grocery stores Monday ttirough Thursday on a timely·, reipectfuL Ond SC:1f6 fflct'lter.

CYC proposes to es tabtish a toll~free telephone number for use by senior ironsportotlon polrons in the City of So:n Clemente. By using this number. progrom particlponts: mov cau frn on~demond service· wilh the expectofion of o cab omvJng 5 27
at the pick-up address within sixty (60) minutes, during program service hours. The phone number will automatically identify the caller as a program participant, and the participant would then only need to provide basic trip information, along with their SMP I.D. number.

In addition to routine on-demand service, program participants may use the same phone number with the same identifying protocols for reservation service when possible, up to two weeks in advance. This can provide CYC dispatch with the ability to pre-route these trips to select drivers.

Reporting and Billing
Documentation and reporting on the part of CYC is managed via our proprietary digital-dispatch system. In addition to monthly trip data and invoicing, highly detailed electronic records are kept in our archiving, and can be accessed and placed into a report in as little as twenty-four hours. Information submitted, stored and readily available for any reporting purposes include rudimentary dispatch data like passengers' names, pick-up locations, destinations, dates and times of travel, passenger ID number, and additional contact information. Additionally, this data includes GPS "ping" information from the cabs themselves that provide accurate data on the route taken during a trip, vehicle speed, performance standards data, records of customer contact including audio recordings of every call to or from a customer, and event records for each trip like times of pickups and drop offs.

Complaints and Incidents
All complaints will be reviewed by the Project Manager within 24 hours. From there, a remedy for the issue would be offered in addition to the City being contacted as to the status of the issue within 48 hours. Appropriate action would be taken to ensure the complaint does not arise again in any area of our operations. 6 28
We view incidents between drivers and passengers as among the most serious of problems that can occur in a program like this. CYC is a service business, and therefore any incident that may occur is not acceptable. Once a report of an incident is received, the Field Operations Supervisor will be charged with obtaining the details of the incident and following up. A detailed report of any accident, injury, or any dispute wllt be completed and provided to the Ci1y.

Perr our routine day-to-day operations, any and all accidlents receive the immediate attention of CYC accident investigators. These indMduals. ore chorged with rapidly responding to an occident scene. They use the appropriate reporting protocols to complete a formal investigation report that Includes interviews of affected parties, measurements of the scene and photographs of the incident and the surroundings.

CYC was one of the first taxicab companies in the U.S. to electronically archive all trip data and continues to do so as a matter of routine, for three years so as to permit rapud foiwarding of this data upon request.

Detailed itemization of trip data ls included an ihe monthly invoicing. An accountrng of ridership, in a line-byRline format is provided so as 1o aid in auditing and oversight of the program.

Fleet and Maintenance
eve has o diverse fleet consisting of conventional sedans, 6-passenger mlnivans.

Jumbo 7-possenger vans, and ADA compliant wheelchair-acces,s vans. The average age of the CYC fleet is 4 years.
7 29
All of our taxicabs undergo a rigorous maintenance program, designed to ensure safe and dependable transporta tion for passengers. Records of inspections and main enance logs are kept by our company as a permanent record for the vehicles. These records are available for City staff review upon request.

The heart of our vehicle maintenance program called Preventive Safety and Maintenance Inspection (PSMI). This progra is designed to identify and correct any and potential vehicle issues before they become a more serious problem .

All CYC cabs are professionally washed on a weekly basis and drivers are required to maintain a clean and tidy vehicle at all times. Al l cabs are randomly inspected in the field. Any dirty or foul smelling vehicles are removed from service right away, and re-inspected for corrections before being returned to service.

All CYC cabs are distinct and identical in appearance with a black lower I /3rd panel and a yellow upper body. Identifying decals are in black, and the decals are arranged in the same position on all vehicles with the California Yellow Cab logo on the front.
8 30
Operations Base in Santa Ana
Owned by us, our base has approximately 2600 sq. feet of office space and more than 5000 sq. feet of logistics ond maintenance facilities, we employ seven fulltime staff members in our administrative offices and contract with a dozen more , on-site fleet-maintenance technicians and specialists in our independently owned and operated service facility.

All scheduled and unscheduled maintenance, with the exception of certain bodywork and machine shop work, is performed here. Our maintenance facility is fully equipped to easily perform maintenance ranging from routine oil changes to complete driveline and chassis rebuilds. Our shop meets all local zoning requirements and possesses the equipment and is staffed by highly trained and certified technicians.

Driver Training & Policies
All applicants must be able to produce the following:
• An Excellent Driving Record
o Current, valid California Driver's License
o Verified ten-year (H6) driving record with no more than two moving violations within the previous three years, and ZERO serious violations such as reckless driving, or driving while under the influence of drugs or alcohol
• OCTAP Taxi Driver Permit
o Pass a drug and alcohol screening initially, annually, and randomly o Be Uve Scan fingerprinted with the Orange County Sheriff's Department
9 31
o Suc;cessfully pass a Sti:lte and federal bockgrou-,d check o ProvkJe proof of 1,egal residency
o Be placed on: the Ctv',V r,;lf-Notfce program
o Be photographed wi1h c.opies ploc.ed into thefr oermonont OCTAP 1ec..;urd
Ony uHtir ~u:.::;ces.sJully producing the above wll o prospective drivei' be considered for a Leose under the CYC !lvery.

CYC u.se$ a driver training program comprised of a fo\X-modu'e training platform cuUed Operotlon:s, Safety, Service and Review (OSSR). OSSR foc:usC$ much more in~depth on cus1omer servlce1 fare collection polrcios and semftivity training for prcvidillg rides to senlors and individuals with disabilities .•. Encompassing some 30 hours of clossrocrr: and cm-the-road b:in·ng, and typically presented over a 3-day troining perfod.
,A,11 of the seniors programs wo scr.,,ice have asked thot our drivers weor a whi·e, shirt with dart< trousers and dclrk--color shoes. Drivers have the option of participating or not, but if 1hey e!oci to participate, they 'Ylust adhere the orograms1 requirements.

Experience
CYC has been in tho seniors and Parotransi1 transportation bu.s:iriess since its · inception so"rlo twenty plus years ago -: l 995), ond is t1t"'le cur.rent service contr::ictor for senior throughout Orongo Covnty.

Of particular riore ore th8 twelve years' experience servidng fhe 2.5JlJO seniors:
ro:fdlng in Laguna Wc,ods with o consistent svb 1% complointrecord, 10 32
Below are several or our e1"1191e1gements pedorm,ed lby C::YC in the last S vears:

CHy of Laguna Woods
The CU-y of laguno Woods 1
· Senior MobiHty· Program ~ub$idizes lhe cost of toxi trovel pmvtded by CYC driven fo,r residents 1-Vit'llO· ore al !,east 60 years of age. This program was. also supported by lhJ Orange CountyTiro.nsportctlon Authority ond or.orig.a County's Measure M2. CYC has been providing Non-Emergency Med!cal lrorlsportation {NEM.T) $6rvlc:es to ihe City of Laguna Woods potr,om since 2004. l'he~e• .services con.stst o~ patrons trove·fing w·rtt,in the City I lmH"S of Laguna Woods and to va rioln locorlions throughout Orange Counily.

City of Fulerton
CYC has been servk:ing patrons in the City •off ullerton since 2011. The ·City anows potroos to emohl in Uieir Nvtrmon and T coo Voucher programs. 'the Nuirt:·Hon program ~rvice::i are provided on the weekday fmm lhe-r:;>'1-Sienger"s home lo the futl ertoin Community Cerrter f,o attend the meal pmgr:am, Patrons enroUed in the Toxl Voucher progrom are aflov,,,ed to ot-e o.ne-wov or round trips from the passeng.er' s horn.e 1·-0• the F ullertori Community Cerifer for odd;tional progrommg or ·to other·locoflon$ including sodol. recr&at1onal, edvcatlonol, ond health 'fitnes;s progrom,s-.

City of Qorden Grove
CY C has been servk:ing patrons w, fhe, City of Gorden Grove Jint:~ 2014. The Senior Mobitity P'rogrom (S-MP~ alw ·funded by the Memure M2 Project U. pro'fiides po·lrons wl'fh N,EMTwJtnfn the diy fimiis of Garden GrovfJ, Po.UM~ are 1ranspooed in our taxicabs from thelr residence to/from lhe H, Louis Lake Senior Center and giv~n the opportunJty t-o tr"cvel tihroughout the City for wellness oppoin:~menfs. trips to the grooe(Y rlora. errands, e't,c.
11 33
Cffy of Fountain Valley
CYC hos been seri,fc:ing polrun:~ in n·~ City or Fountain Volley since 2016. CYC transports effgihle residents 60 ·;ears and alder in Fo,untaln Volley. seven days a week, Potroos are Qi\len the opportunity lo use tte .services for trips. to lne senr.or center, mod1cal, shopping~ personal ca-a appoin-tments. and more.

CHy .d ~gma Niguel
CYC has been seWicr,g patrons in the City of Laguna Niguel si'nce 2017. CYC provtdec door-to-door tromportation to e-ligi .... e pntrnn; kdfrom the .S,ea Country Senilor and Comrrunily Ctndei lhal b !ocatedot 24602 Altso Creek Road in Laguna Niguet The oa1rons. ae- gi'ven the owartunity to participo:e in a~fivities. programs and service5, indudfng sodat. recreational.. educationd~ health fi1ness~ and nutrition prcgroms.

Reference Contact Information
2004•Present
Cfly- <Jf l.ag,uno Woods
Y alle Trtppy, Deputy Cit\, Clerk
?.4?6,.4 Pl rnro Rl'.lOd, Laguna Woods. CA 9826~
T9-49'-639-0561 [email protected]
2011-Presnt
City of Fullerton
Brian Y-ours:tone, Center Superi1f:sor
340 w co,mmc,nweath Ave, fJ11Aerto,1:1. CA 112832
T714-,7J8-,3 ·~ 25 [email protected],u:s
12 34
2014 ,. Pres.ent
City of Garde-111 Grove
Juon Medino. Senior Tmnspodation Coordino:tor
l 1300 Stanford Av·e, Garden Grm"e, CA 92840
1114-74 l-S-4-23 [email protected]~grove.cg.us
;20 l6-Pn~sent
City of Frn.niloin vomey
Christy Borock. Recreation Spee1a~i!;t
~ 7967 Bushard Street, Fountain VoUey, CA 92708-
Tll 4~593~44 78. chris:t'i .boract.@fountoinvoUey. o:rg cr1y of ll.agvnc NigtJel
Anne Cosey, Recreotion Coordinator
24602 Aliso Creek Roadr laigu11ta Mtguel, CA 921iJ1
1949'ft42§~!5155 acasey@cityoflogu nanigueLorg
AddlHsno I Expeflence·
Through Jonuary 2014, CYC hod been the sub..conttracJor to V&olia Tran:spodotion for thew• Orange Cou!flfy lransif Autlnori1y ACCESS program. safely and succe:ssfullt providing1 more• t hon 350,000· rides over the course of seven yeors~ ond recE¥1ving o numoor of fftfvice awards on the proG;ess"
Acldi:licnoUy·, we ore- the priimary contractor for Johri Wayne Aiirport,-o franchise in the Cify of Anoheim and hove o number of independent private core 13 35
organizations, oil requiring ADA compliance and driver Sensitivity Training programs.

As the John Wayne Airport (JWA) contractor, we ore continually challenged to Innovate and update our fleet and methods for accommodating the traveling public. What we learn from our operations at JWA are modem fleet protocols, advanced customer service methods, situational awareness training for our staff and drivers, and skills is handling seniors, developmentally disadvantaged and varying cultural expectations. These advances are incorporated into our street~ fleet driver training programs and help ensure consistency throughout our fleet.

Proposed Staff
Additionally, not only does CYC have diverse, attentive, experienced and professional drivers, CYC has exceptional staff who are experienced in Senior Mobility Programs and know what it takes to provide exceptional services. Of the 5 staff members involved in the program they will represent over 70 years of experience in the taxicab industry. The following chart summarized the hourly breakdown from our staff. Melissa Gomez is currently the Project Manager for the programs described above and will be the Project Manager for this program as well.
14 36
Position/Title Name Hours Per E-mail
Week
Project Manager Melissa Gomez 4 Hours mgomez@cay:ellow.com Fleet Manager Matthew Rouse 2 Hours mrouse@cay:ellow.com Driver Coordinator Bobbin Nguyen 2 Hours bnguy:en@cay:ellow.com Accounting Priscilla Sandoval 1.5 Hours 12sandoval@ca~ellow.com Administration Tim Conlon .75 Hours tconlon@cay:ellow.com Key Personnel Statement: President Tim Conlon and Director of Marketing Melissa Gomez will be available full-time to the extent proposed for the duration of the project and acknowledge that no person designated as "key" to the project shall be removed or replaced without the prior written concurrence of the City. 15 37
Proposed Staffin g: All located at the Santa Ana office. 520 W Dyer Rd. Santa Ana, CA
Timothy Conlon- Mr. Conlon had served as the General
Manager responsible for the day-to-day operations of
California Yellow Cab [CYC) since the company's
inception in 1995. As the company's current President, Mr.

Conlon's responsibilities include supervision of mechanical staff, vehicle inspections, securing proper vehicle permits and registrations, and administering risk management
functions. Mr. Conlon has a bachelor's degree from
California Polytechnic University and will remain the primary contact for the City of Aliso Viejo with a high commitment for this assignment, available throughout the programs
duration.

Melissa Gomez- As the Director of Marketing, Ms. Gomez is responsible for ensuring our company meets program
guidelines and outcome objectives according to the highest standards of service. Ms. Gomez is also the Project Manager managing existing relationships and leading in handling service issues and/or complaint resolutions relevant to the programs in Orange County. Ms. Gomez worked for Happy
Taxi for 5 years as a dispatcher and drove seniors and
paratransit members to their medical, shopping, and
personal appointments. Ms. Gomez received a bachelor's
degree from California State University San Bernardino and a master's degree in Communications from California
Baptist University. Ms. Gomez will be this programs Project Manager and point of contact for day-to-day operations. 16 r
38 TIMOTHY CONLON
President
EDUCATION Mount San Antonio College
Co!1Fomia Poly technical University. Pomona
PR.OFESSIONAL CalH'omia Yellow Cab~ f 996 fo Present
President I General Manager responslbl!e tor the day•-to~day operations of the Company indudlng drtvef hiring and tn:'ining, s.uparvision of mechanical :staff, vehicle inspections, securing proper vehicle permits: and registrations, odmiinistenng risk. management funcUons.

West Coast Jran1portaffon Nefwodc, r 994-1996
.SE!iries o.f progressively responsib~e posU:ions from,. dispo,chef, accident investigator, office manager,. g1eneral manager.

GM$ Imparts, f 990- J 994
Regional Soles Manager for o furniture importer for the Wes1'em United Sta:tes, ,Responsible for merchandistng and marke"ng new ~nes cmd implementing and co:nducting !>ales trainin;;J for affiliates.

President and Gan:erc:d Manager of family owned busi:ness until sold fn 1990. Series of progressively res.ponsib1e positlons including, marketing and advertisfng dkector, merchandising coordinator, customer :service and human resources director. 17 39
AFFILIATIONS Santa Ano Chamber of Commerce
ACHIEVMENTS Newport Beach Chamber of Commerce
AWARDS Lions International, Past Commitfee Chairperson
Project Caring Connections - Newport Mesa Unified School District Anaheim / Orange County Visitor and Convention Bureau
Taxi and Paratransit Association of California - Director/ Past President While Cabco Yellow Inc. will utilize over 200 independent contractor drivers and our experienced cnll center staff for the day to day operations of this program; it will be the responsibility of the President, Tim Conlon, with help of Program Manager, Melissa Gomez to coordinate these etforts. Mr. Conlon will communicate with City staff regarding complaint resolutions, accident investigations, and any other issues or concerns relevant to the success of this program. Tim Conlon will bring over (15) years of passenger transportation experience in Orange Counfy to this program. Mr. Conlon has been the primary contact for several similar programs, including the OCTA - Senior Nutrition Program and the City of Mission Viejo - Senior Dial A taxi Program. This experience, coupled with a sincere desire to serve this segment of the County's population will make him an excellent manager of this program.
18 40
MELISSA GOME2
Director of Mcnkeijing
EDUCA llON Rlven~ide City Col~ege, 2000
Co1ifornia Sfote Ufliv~rsL1y San Bemordltm, 2D 14
Califomia BQpfi~t 1,Jr1ivenity r .20 16
!PROFESSIO:NAl. Califomki Yellow Cab, Januory 20 J 7 to P;1esent Durector O'f Marketing who drive~ company through innovative sirote glc pk1 nning, ~nte1ractive Mork.&tir,g, and soles prnmo1ian.

In oddlHor, to being Morketlng Di me for also the Program Monagerr 1hat en.stJrre:s om program guidelfnes ore befng met passengers are trons;porled at a fimely ond sofely manoorr t.ind ensures. there or,e high levels of customer service being ernphasi:?:t;;id, Skilled at analyzing customer needs. to develop h~gh standard customer ~@rvice and pro blern solver 'Nho adap1s to chongie and exceeds e-xpectotlons under any
drcum~lcme&s,
Muslon Inn Fou.l'/ldoflon. August 2Q 16- De-cembe, .20 f 6 ~n tam: Oversaw the ptanning ond e;icecutlon of logistics and operatio,ns for e,verlts tlhrough private meet, ngs ood conferences. Werk.ad with event sponsors on:d vendors on all ~pect.s of ,plonlling event:s ... Assisted fn achieving busilnes.i objecttv·es with -,demQr,Qing Hmeframes. Qnd oogo·btated contracts with ._..end ors and se.rvl:ce pr-O¥id.e ri,
Hoppy Taxi, February 20· r 2- JatHlat)' 20 J :1
19 41
Supervising Dispatcher and Paratransit Driver
When starting with Happy Taxi answered routine employee and recruitment related questions such as appropriate
documentation submission and application status. Assisted in scheduling interviews and training times/dates for candidates.

Provided training and orientation for new staff and routed customer orders in a timely manner. When needed would
transport seniors or paratransit members to and from their residence to senior centers, medical, shopping, and/or personal appointments. Also, generated invoices and responded to customers with inquiries and/or complaints.
20 42
'·· ' .

Pmjt'!ct Ko. ___ _
WORKERS' C'Oll,fPF.NSA TION UECLARA'flON
I hereb,,· affirm under penalty of ped ur> L~111: of the fL,llowing dcclaradons; (Ql'flE OF TlfE BOXES BELOU" J~llST Bl!: CIIECKED)
I I ha'\o·e and wl:il ma.h1ta1n a ~ti ticute uf consent from the Califomia Labor Comtnission lfl sel f-ini:;ure for workers' compensation, as pr.o\'it£ed for by Seclfo11 3 7 00 of the L.a bor Codie. for the perfom,,a01,,.--e of the work to be pc:rf onned under 1hi.s c-.o0ntr-..ttt.

I V I rul\l'e an-d will muinlain work.en.;' compensation itm.mmce. as required by se.i::.ti0n 3700 t"•f ~hi; lA'fxir ('.Qdi:◄ for the performwu:..: nf the: work to be perform.eel under thfa contract. M)· workers' compct'l5ation imuranre cart'ier and po !icy number arc.:

Carrier. Starstone National Insurance Company
PolleyNumbo¢r. ___ T_10_1_s_o7_3_7 ___ --'---~--------- r I certify lhat. in chi: p~rform.anc:e of the: wotl under i.his Agreement, I sbalJ not tmplu)' any pe:rmn in any manner s:o as to becqme :.ubj~ ro the wo-r:ker:s' compc:ns1ttfon law:.,; of Cilifomia1 and I hereby agree to inckmnify, defend. and hold hatmJess the City of S-an Ctcmente aud aU of its omc.:i11ls, c:mpl,oyccs, and agents t'rom and against 1,11.1.)' and aH clai:ms~ liabilities., and lol$lleS rcl:ating to persoual injury or dearll. ec-011t1rnic losses, a.nd proJ.,1erty damage a.rising our of my failure to pto\'ide s1Jch work.er's compensation i.11.surance. I l1nther ,srcc:- that, if l should become subject to the workers' compensation prm1isfon\i. of Soction 3700 of the La~r Code,, I shall forthv.1th comply with those pro,vtsions, WARNJNG~ FAILURE TO SECl.JRE WORKERS' CO~ENSATION
COVERAGE lS UNI.A\\~FUL, AN"D· SHALL SUBJECT AN EMPLOYER TO CRIMINAL PENAL T1ES AND CML FlNES UP TO O~E HUNDRED
THOUSAND DOLLARS {$l00;000},. IN ADDITION TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THEl,,AHOR. CODE, INTEREST1 AND ATT0RNEY7 S FEES.
au,~:!..l'ati-cMI
;".')]~ l)l ~i,!,.•10,- It
Worxcmiam·
Comp
43 Contracting Finn
By: Tim Conlon
President
Title
520 W Dyer Road
Address
Santa Ana. CA 92707
882/062266-000 I
773382.08 aOS/1 OIi 8
Workmans'
Comp
44 EXHIBIT C

PROPOSAL COST SUMMARY FORM
Enter below the proposed price for the services described in the Scope of Work, Exhibit A. Prices shall include direct costs, indirect costs, tax and profits. The quantities provided below are for RFP evaluation purposes only, and could be adjusted up or down. The City's intention is to award a fixed unit-price type contract. Pricing shall remain firm for a minimum of three (3) years. Any and all requests for pricing adjustments for optional contract renewal periods shall be provided no later than sixty (60) days prior to the end of the contract period. Any such proposed price adjustments shall not exceed the Bureau of Labor Statistics Consumer Price Index (CPI) data for Los Angles-Riverside-Orange County, CA, All Items, Not Seasonally Adjusted, "annualized change comparing the original proposal month and the same month in the subsequent year. This information may be found on the U.S. Department of Labor's website at www.bls.gov.

ESTIMATED

YEAR HOURLY RATE ANNUAL SERVICE TOTAL
HOURS
1 $42.00 1,404 $58,968
2 $42.00 1,404 $58,968
3 $42.00 1,404 $58,968
GRAND TOTAL YEARS 1-3 $176,904.00
I
I
ATTACHMENT 4
4865-2498-4682 v1
RESOLUTION NO. 23-82

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SAN CLEMENTE, CALIFORNIA, AUTHORIZING THE CITY

MANAGER TO EXECUTE A SECOND AMENDMENT TO

THE PROFESSIONAL SERVICES AGREEMENT WITH
CABCO YELLOW INC. TO PROVIDE SENIOR

TRANSPORTATION SERVICES
WHEREAS, the City operates and wishes to continue providing the Senior Mobility Program, which provide senior transportation services to help fill the gap between local fixed-route buses and ADA paratransit; and
WHEREAS, the City has contracted for professional senior transportation services under a professional services agreement and related First Amendment to that agreement with Cabco Yellow Inc.; and
WHEREAS, the current agreement for professional on-demand transportation services with Cabco Yellow Inc. expires on August 21, 2023; and WHEREAS, on July 20, 2023, the City released a request for proposals for the Senior Mobility Program and received no responses; and
WHEREAS, it is in the best interests of the City and the public to extend the agreement with Cabco Yellow Inc. on a month-to-month basis while the City issues a new request for proposals.

NOW, THEREFORE, the City Council of the City of San Clemente does hereby find, determine and resolve as follows:

SECTION 1. That the above recitations are true and correct and incorporated herein.

SECTION 2. That the City Manager is authorized and directed to execute an Second Amendment to the Professional Services Agreement for Senior Mobility Program with Cabco Yellow Inc. to extend services on a month-to-month basis for up to an additional year through August 21, 2024 in a form substantially similar to that attached as Exhibit A to this resolution, which is incorporated herein fully by this reference.

SECTION 3. That the City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.

PASSED AND ADOPTED this _____ day of August, 2023.
45 Resolution No. 23- Page 2
4865-2498-4682 v1
_______________________
Mayor of the City of
San Clemente, California
ATTEST:
__________________________
CITY CLERK of the City of
San Clemente, California

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) §

CITY OF SAN CLEMENTE )
I, LAURA CAMPAGNOLO, City Clerk of the City of San Clemente, California, do hereby certify that Resolution No. 23-82 was adopted at a regular meeting of the City Council of the City of San Clemente held on _______ day of August 2023, by the following vote:

AYES:

NOES:

ABSENT:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of San Clemente, California, this _____ day of _________________, ________.
_______________________
CITY CLERK of the City of
San Clemente, California
Approved as to form:
___________________________
Elizabeth A. Mitchell, City Attorney
46 AGENDA REPORT

CITY OF SAN CLEMENTE
City Council Meeting
910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org
Meeting Date: 8/15/2023 Agenda Item: 6M
Department: Public Works
Prepared By Kiel Koger, Public Works Director/City Engineer Subject:

CONSIDERATION OF A RESOLUTION RATIFYING A SECOND EMERGENCY PROFESSIONAL CONSULTANT SERVICES AGREEMENT WITH LGC GEOTECHNICAL, INC. FOR

GEOTECHNICAL DESIGN AND CONSULTING, CONSTRUCTION OVERSIGHT, TESTING AND

INSPECTION SERVICES AS WELL AS SUBCONTRACTED WORK TO INCLUDE SURVEYING

AND CIVIL SITE DESIGN AT CASA ROMANTICA FOR A TOTAL CONTRACT AMOUNT NOT TO EXCEED $783,560 FOR A 12-MONTH PERIOD
Fiscal Impact:

These services will be funded from Account Number 001-481-43470-000-23502 (Casa Romantica Stabilization) for a not to exceed amount of $783,560 for 12 months of services.

Summary:

A landslide on April 27, 2023 at the City owned Casa Romantica facility necessitated an emergency response to ensure that more damage was not caused to an adjacent condominium building and the railroad tracks located at the bottom of the failed slope. The initial temporary repairs, including regrading and reshaping the site, did not stabilize the slope and more substantial repairs were needed immediately to secure the building and site to protect life and property prior to the upcoming winter rain season.

At the last City Council meeting on July 18, 2023, the Council approved funding for the emergency repairs, authorized staff to enter into emergency contracts so that work could start immediately and directed staff to return to ratify the emergency repair contracts. The proposed resolution (Attachment 1) ratifies a second emergency professional consultant services agreement (Attachment 2) with LGC, Geotechnical, Inc. (LGC) for geotechnical design and consulting, construction oversight, testing and inspection services as well as subcontracted work to include surveying and civil site design at Casa Romantica. Under the contract, services are not to exceed $783,560 for the 12-month period of the repairs.

Background:

The western slope at Casa Romantica above the railroad tracks failed on the afternoon of April 27, 2023. The landslide deposited debris and soil near the railroad tracks below the site to the west and against the condominium building to the north. The City hired a contractor, who specializes in emergency slope stability and foundation repairs, to mobilize to the site on Friday, May 12, 2023 to start the repairs under the supervision of LGC. The emergency work was initially completed on June 2, 2023 but the slope continued to move over the next 2 days even with additional shaping and grading. The slope started moving again on June 5, 2023 and continued to slowly creep necessitating more substantial repairs to secure the building and site to protect life and property prior CITY OF SAN CLEMENTE Page 1 of 3 Printed on 8/10/2023
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to the winter rain season.

At the July 18, 2023 City Council meeting, Council approved the second phase of the repairs and authorized staff to enter into emergency contracts with the contractor and LGC so that work could begin immediately. Staff proceeded as directed and surveying and design work is moving along on the next phase of work, which will include the installation of tiebacks and grade beams along the slope beneath the Casa Romantica building to secure the unstable slope. The tiebacks will be drilled 6 feet on center in rows across the slope and founded approximately 70-110 feet into the slope and secured with grade beams. As the tiebacks and grade beams are installed, the slope will be excavated from the top to the bottom. The slope will then be reconstructed in front of the grade beams with the use of geogrid reinforcement placed within the compacted soil backfill. The landslide soil mass will need to be excavated, hauled off site and blended with other soil material and then brought back to the site to be placed and compacted in lifts to rebuild the slope.

LGC previously provided the investigation and analysis of the landslide, including soil borings and installing and reading inclinometers as well as engineering analysis. The contract that is before the Council to ratify includes geotechnical design and working with a structural engineer on the final design of the shoring system as well as oversight, testing and inspection during the construction of the shoring system and landslide mitigation. LGC will also subcontract for surveying during construction as well as the civil site design to include slope repair plans and site drainage.

The City will continue to work closely with OCTA and Metrolink on coordination of the work as well as keep the California Coastal Commission updated on our progress to stabilize the slope and search for alternative sources of funding.

It should be noted that LGC is a local San Clemente firm.

Council Options:
· Adopt Resolution No. 23-83, ratifying an emergency professional consultant services agreement with LGC Geotechnical, Inc. for geotechnical design and consulting, construction oversight, testing and inspection services as well as the subcontracted work to include surveying and civil site design to be performed at Casa Romantica for a total contract amount not to exceed $783,560 over a 12-month period.
· Modify and adopt Resolution No. 23-83.
· Continue the item with direction to provide additional information.

Environmental Review/Analysis:

Under the State CEQA Guidelines, an emergency is defined as a sudden, unexpected occurrence, involving a clear and imminent danger, demanding immediate action to prevent or mitigate loss of, or damage to life, health, property, or essential public services and includes fire, flood, earthquake, or other soil or geologic movements, as well as such occurrences as riot, accident or sabotage. This work meets the definition of an emergency.

Before proceeding with the temporary repairs, staff determined that the project qualified for an exemption pursuant to Section 15269(c) of the State CEQA Guidelines as specific actions necessary to prevent or mitigate an emergency. The City Council made the same finding with respect to the CITY OF SAN CLEMENTE Page 2 of 3 Printed on 8/10/2023
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future planned repairs on July 18, 2023.

The California Coastal Commission was notified on May 11, 2023 and June 8, 2023 of the immediate emergency action needed to stabilize the slope. A meeting with the CCC on July 6, 2023 was also held to discuss the work required going forward.

Recommended Actions:

STAFF RECOMMENDS THAT the City Council adopt Resolution No. 23-83, which would:

Ratify an Emergency Professional Consultant Services Agreement with LGC Geotechnical, Inc. for an amount not to exceed $783,560 for up to 12 months of geotechnical design and consulting, construction oversight, testing and inspection services as well as the subcontracted work to include surveying and civil site design to be performed at Casa Romantica.

Attachment:

1. Resolution No. 23-83

2. Professional Consultant Services Agreement
Notification:

Casa Romantica, OCTA/Metrolink, Reef Gate HOA
CITY OF SAN CLEMENTE Page 3 of 3 Printed on 8/10/2023
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ATTACHMENT 1
RESOLUTION NO. 23-83

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SAN CLEMENTE, CALIFORNIA, RATIFYING A SECOND

EMERGENCY PROFESSIONAL CONSULTANT SERVICES
AGREEMENT WITH LGC, GEOTECHNICAL, INC. FOR

THE EMERGENCY SLOPE STABILIZATION REPAIRS AT

CASA ROMANTICA
WHEREAS, a landslide on April 27, 2023 necessitated an emergency response to ensure that more damage was not caused to a condominium building and railroad tracks adjacent to the failed slope; and
WHEREAS, the initial temporary repairs completed on June 4, 2023, including regrading and reshaping the site, did not stabilize the slope and the slope continued to creep slowly; and
WHEREAS, in order to protect public health and safety, more substantial repairs were needed immediately to secure the building and site to protect life and property prior to the upcoming winter rain season; and
WHEREAS, the next phase of work includes the installation of tiebacks and grade beams along the slope beneath the Casa Romantica building to secure the unstable slope; and
WHEREAS, the tiebacks will be drilled 6 feet on center in rows across the slope and founded approximately 70-110 feet into the slope and secured with grade beams; and WHEREAS, as the tiebacks and grade beams are installed, the slope will be excavated from the top to the bottom. The slope will then be reconstructed in front of the grade beams with the use of geogrid reinforcement placed within the compacted soil backfill; and
WHEREAS, the landslide soil mass will be need to be excavated, hauled off site and blended with other soil material and then brought back to the site to be placed and compacted in lifts to rebuild the slope; and
WHEREAS, the exact amount of soil that needs to be excavated and then replaced and compacted is unknown due to the possible presence of another landslide mass at the base of slope near the railroad tracks; and
WHEREAS, on July 18, 2023, the City Council determined that an emergency exists due to the potential failure of an existing slope and that the situation requires immediate action to prevent or mitigate impairment to property and public services that might otherwise occur if the City were required to incur delays attributed to the typical 4 Resolution No. 23-83 Page 2
engineering analysis and competitive bidding process; and WHEREAS, on July 18, 2023, the City Council also determined that the public interest and necessity demand the immediate expenditure of public funds to safeguard public health; and
WHEREAS, under the California Environmental Quality Act (CEQA) Guidelines, an emergency is defined as a sudden, unexpected occurrence, involving a clear and imminent danger, demanding immediate action to prevent or mitigate loss of, or damage to life, health, property, or essential public services and includes fire, flood, earthquake, or other soil or geologic movements, as well as such occurrences as riot, accident or sabotage; and
WHEREAS, on July 18, 2023, the City Council also determined that this project meets the definition of an emergency and is exempt from CEQA pursuant to Section 15269(c) of the State CEQA Guidelines as specific actions necessary to prevent or mitigate an emergency; and
WHEREAS, on July 18, 2023, the City Council authorized and directed staff to take such actions as are necessary and proper to start immediately on the emergency slope stabilization repairs at Casa Romantica, including entering into a contract and bringing a future agenda item to City Council to ratify an emergency Professional Consultant Services Agreement with LGC Geotechnical, Inc. on a time and materials basis for an amount not to exceed $783,560 for geotechnical design and consulting, construction oversight, testing and inspection services as well as the subcontracted work to include surveying and civil site design; and
WHEREAS, on August ___, 2023, the City Manager executed the Professional Consultant Services Agreement with LGC Geotechnical, Inc. as directed by Council.

NOW, THEREFORE, the City Council of the City of San Clemente hereby finds, resolves and determines as follows:

SECTION 1. That the foregoing recitals are true and accurate and are incorporated herein.

SECTION 2. That the Professional Consultant Services Agreement with LGC Geotechnical, Inc. on a time and materials basis for an amount not to exceed $783,560 for 12 months of geotechnical design and consulting, construction oversight, testing and inspection services as well as the subcontracted work to include surveying and civil site design presented to City Council on August 15, 2023 is hereby ratified and approved..

SECTION 3. That the City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.

PASSED AND ADOPTED this _____ day of August, 2023.
5 Resolution No. 23-83 Page 3
_______________________
Mayor of the City of
San Clemente, California
ATTEST:
__________________________
CITY CLERK of the City of
San Clemente, California

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) §

CITY OF SAN CLEMENTE )
I, LAURA CAMPAGNOLO, City Clerk of the City of San Clemente, California, do hereby certify that Resolution No. 23-83 was adopted at a regular meeting of the City Council of the City of San Clemente held on _______ day of August 2023, by the following vote:

AYES:

NOES:

ABSENT:

PROFESSIONAL CONSULTANT SERVICES AGREEMENT

1. PARTIES AND DATE,
This Agreement is made and entered into this __ day of August, 2023, by and between the City of San Clemente, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 910 Calle Negocio , San Clemente, California, 92673 ("City") and LGC Geotechnical, Inc., a California corporation, with its principal place of business at 131 Calle Iglesia, Suite 200, San Clemente, CA 92672 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provIsIon of certain professional consulting services to include geotechnical design and consulting, construction oversight, testing and inspection as well as subcontracted work to include surveying and civil site design to be performed at Casa Romantica ( 415 Avenida Granada) as required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional geotechnical engineering consulting services to public clients, is licensed in the State of California, if applicable, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such professional geotechnical engineering services to include geotechnical design and consulting, construction oversight, testing and inspection as well as subcontracted work to include surveying and civil site design for the Casa Romantica Landslide at 415 Avenida Granada ("Project") as set forth in this Agreement and outlined in the proposal dated July 26, 2023.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional geotechnical engineering consulting services necessary for the Project ("Services") on a time and materials basis. The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference.

All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1 .2 Term. The term of this Agreement shall begin July 26, 2023 and be terminated upon completion on a time and materials basis, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.
8 3.2 Responsibilities of Consultant.

3.2.1 Independent Contractor: Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.

Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in' accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall . provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.2.3 Endorsement on PS&E/ Other Data. Consultant shall sign all plans, specifications, estimates (PS&E) and engineering data . furnished. by Consultant, and where appropriate will indicate Consultant's auth6rized signature and professidiial registration number.

3.2.4 Conformance to · Applicable Requirements. All work ' prepared by Consultant shall be subject to the approval of City. ' ·

3.2.5 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the ~ervices under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute 'other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall ·be entitled to terminate this Agreement for cause. As disbt..issed below, any personnel who fail or refuse to perform the Services in a manner accej:>tabl~ to tliEi City; or who ~re determined by the Cify to be uncooperative, incompetent, a threat to the ·adequate or timeiy completion of the Project or a threat fo the safety of persons or property, shali be promptly removed from the Project by the Consultant at the request of the City. The Key persorinel for performa·nce of this Agreement are as follows: Kev1nCdlSon, Vice President . . . .

3.2.6 City's Representative. The City hereby designates Kiel Koger, Public Works Director/City Engineer, or his/her' ·designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative").

City's Representative shall have the power to act on behalf of the City for revfew and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Work or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Work or change the Consultant's total compensation subject to the provisions contained 2 9
in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

3.2.7 Consultant's Representative. Consultant hereby designates Kevin Colson, Vice President, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and ·act on behalf of the Consultant for all purposes under .this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.8 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.

3.2.9 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and· maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsl!ltants shall have ·sufficient skill and experience to perform the Services as$igned to them. FinaUy, Consultant represents that it, its employees and subconsultants have all liGenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the.term of this Agreement.

As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determin~d by the City to be uncooperative, · incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall ·be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.10 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulati<;ms in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If Consultant performs any wor~ knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its offiGials, directors; officers, employees, agents, and volunteers free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.2.11 Safetv. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all appliQable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety .of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions, where applicable, shall include, but shall not be limfted to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and 3 10
subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

3.2.12 Insurance. Consultant agrees to procure and maintain, at Consultant's expense all insurance specified in Exhibit "C" attached hereto and by this reference incorporated herein. Consultant shall require all subconsultants to carry the same policies and limits of insurance that the Consultant is required to maintain, unless otherwise approved in writing by the City.

3.3 Fees and Payments.

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "D" attached hereto on a time and materials basis and incorporated herein by reference.

The total compensation shall not exceed Seven Hundred Eighty Three Thousand and Five Hundred and Sixty Dollars ($783,560) without written approval of the City Council or City Manager as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. Extra Work shall not be authorized in excess of the foregoing not to exceed total compensation amount without prior approval of the City Council or City Manager as applicable.

3.3.2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice.

City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges thereon. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein.

3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "D" of this Agreement.

3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3.5 Rate Increases. In the event that this Agreement is renewed pursuant to Section 3.1.2, the rate set forth in Exhibit "D" may be adjusted each year at the time of renewal as set forth in Exhibit "D."

3.3.6 Labor Code Requirements.

3.3.6.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and 4 11
"maintenance" projects. Since the Services a.re being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability aris_ing out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.3.6.2 Registration. If the Services are being performed as part of an applicable "public works" or "maintenance" project, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations ("DIR"). Consultant shall maintain registration for the duration of the project and require the same of any subconsultants. This project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant's sole .responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code sections 1725.5 and 1771.1 shall not apply to Services performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code sections 1725.5 and 1771.1.

3.4 Accounting Records.

3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business-hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement .for a period of four (4) years from the date of final payment under this Agreement.

3.5 ·. General ·Provisions.

3.5.1 Termination of Agreement.

3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time, with or without cause, by giving written notice . to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no furthe.r compensation. Consultant may not terminate this Agreement except for cause. · .
.. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant ~hall be required to provide such document and other information within fifteen ( 15) days of the request.

3.5.1.3 Additional Services, In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. · 5 12

3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Consultant: LGC Geotechnical, Inc.

City:
131 Calle Iglesia, Suite 200
San Clemente, CA 92672
ATTN: Kevin Colson, Vice President
City of San Clemente
910 Calle Negocio
San Clemente, CA 92673
ATTN: Kiel Koger, Public Works Director/City Engineer
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.5.3 Ownership of Materials and Confidentiality.

3.5.3.1 Documents & Data: Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works. of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data.

Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way In its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk.

3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.5.3.3 Confidential Information. The City shall refrain from releasing Consultant's proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, 6 13
in which case the City sha.11 notify Consultant of its intention to release Proprietary Information.

Consultant shall have five (5) working days after receipt of the Release Notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney's fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) .a final and non-appealable order by a court of competent jurisdiction requires that City release such information.

3.5.4 Cooperation: Further Acts. The Parties shall fully cooperate with one another, and shall take any additional act~ or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. · 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or oth~rwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover fn;:im the losing party reasonable attorney's fees and all other costs of such action.

3.5.6 Indemnification.

3.5.6.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City's choosing), indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or Injury of any kind, in law or equity, to property or persons, Including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney's fees and other related costs and expenses. Consultant's obligation to indemnify shaU not be restricted to insurance proceeds, If any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.

3.5.6.2 If Consultant's obligation to defend; indemnify, and/or hold harmless arises out of Consultant's performance as a "design professional" (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including ·the cost to defend, shall not exceed the Consultant's proportionate percentage of fault.

3.5. 7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.

3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shal_l be in Orange County.

3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.
7 14

3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right • or interest by reason of such attempted assignment, hypothecation or transfer.

3.5.13 Construction: References: Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement -shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, d/;lys or period for performance shall be deemed ca.lendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.5.14 Amendment: Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other ·covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shaU give the other Party any contractual rights by custom, estoppal, or otherwise.

3.5.16 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or oblig~tion assumed by the Parties.

3.5.17 Invalidity: Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. ·

3.5. W Prohibited Interests . . Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreem~nt. Further, Consultant warrant$ that it has not paid nor has it agreed to pay any company, or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of thjs Agreeme_nt. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, ·no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obta.in any present or anticipated material benefit arising therefrom. ·

3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to 8 15
initial employment, upg.rading, demotion, transfer, recruitment or recruitment advertising, layoff or termina,.tion. Consultant ~hall also comply with all rel.e.v;:int provisions of CihJ:~ _Minority Business Enterprise program, Affirmative Action Plan or other related program~ or guidelines currently in effect or hereinafter enacted. ·

3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against l,iability for Worker's Compensation or to undertake self-insurance in accordance with the ~revisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.5.22 Counterparts. This Agreement may be signed in e9unterparts, each of which shall constitute an original.

3.6 Subcontracting.

3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. · ·· · · · ·
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
9 16
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the respective dates set forth opposite of their signatures.

Cl
San emen e, a I om1a
beth A. Mitchell, City Attorney
By: Kevin Colson
Its: Treasurer
Dated: ;,;-:-~
7 ,z.._7 '2023
10 :~TY OF SAN ~
Andy Hall, City Manager
. 8/-E ·, 2023
I
Dated:
("CONSL'.JLTANT")
By: Dennis Boratynec
Its: President
Dated: ----iG½~ i:..:;.,,,.--?;_1 __ , 2023
17 EXHIBIT "A"

SCOPE OF SERVICES

IN ACCORDANCE WITH THE PROPOSAL TO PROVIDE GEOTECHNICAL

RECOMMENDATIONS, CONSUL TING AND OBSERVATION AND TESTING SERVICES FOR LANDSLIDE MITIGATION, 415 AVENIDA GRANADA, SAN CLEMENTE, CALIFORNIA DATED JULY 26, 2023 FROM LGC GEOTECHNICAL, INC.
11 18
LGC
chnical. ln.c.

July 26, 2023
Mr. Kiel Koger
City of San Clemente
910 Calle Negocio
San Clemente, California 92673
Project No. 23076-01
Subject: Proposal to Provide Geotechnical Recommendations, Consulting and Observation and Testing Services for Landslide Mitigation, 415 Avenida Granada, San Clemente, California
Introduction
In accordance with your request, LGC Geotechnical, Inc. is pleased to submit this proposal and cost estimate to provide geotechnical recommendations, consulting and observation and testing services for landslide mitigation operations for 415 Avenida Granada in San Clemente, California. As of the date of this proposal the project contractor has estimated that our services for the project will be required for approximately nine to twelve additional months from the date of this proposal. A detailed schedule was not available for our review. Therefore, this cost estimate is based on our experience with the subject and similar projects.

This proposal and cost estimate includes the cost for anticipated services for the project as well as those recently performed beyond our previous contract for the project.

Geotechnical Observation. Testing and Consulting Services The following is a brief description of the geotechnical services we propose to perform during the subject operations.

I. Geotechnical Consulting Services (provided)
Due to continued movement of the landslide and the emergency needs of the project, additional services, beyond our current contract have been provided. At your request, we have continued to provide geotechnical observation, consulting and monitoring services. The cost of these services to date have been included in this proposal and cost estimate for your authorizati0n. · · -fit 131 Ca.lie lgl~~ia, Suite 200, Sa~ Clemente, CA 92672 15'" (9.49) 369-6141 ;t°i' www.lgcgeotechnical.com 19 II. Coordination. Consulting and Project Management
During the extent of the proposed mitigation, LGC Geotechnical will provide coordination, project management, engineering support, and analysis, as necessary for the geotechnical aspects of the project. Our coordination services will include coordination with the project contractor, civil engineer/surveyor and project structural engineer as with representatives of your office.

Ill. Geotechnical Evaluation and Preparation of a Geotechnical Evaluation Report The following are anticipated services for completion of our geotechnical evaluation and preparation a geological evaluation report, including geotechnical recommendations and parameters for the proposed landslide mitigation:
• Geologic mapping of the area of slope failure to determine the lateral extent of the landslide.
• Submit and assign representative samples to our in-house geotechnical laboratory, as well as outside geotechnical laboratories, for characterization of the engineering properties of selected soil samples. Geotechnical laboratory testing will likely include: moisture/density determination, maximum dry density, direct shear (undisturbed and remolded), and torsional shear.

Geotechnical interpretation and analysis of field and laboratory data acquired. • ·Preparation of a geologic map based on the data acquired. • Preparation of appropriately oriented cross-sections depicting the interpreted subsurface conditions.
• Perform static and pseudo-static slope stability analyses of the landslide area based on the prepared geotechnical cross-sections.
• Perform additional slope stability analysis to model potential methods of mitigation for both temporary /emergency and permanent conditions.

Work with you and the project team to discuss our findings and conclusions with regard to the feasibility of mitigation of the slope stability issues on the site. Appropriate mitigation alternatives, including potential interim emergency mitigations, will be discussed for your consideration. Interim parameters and recommendations will be provided to the project structural and civil engineers to prepare a design for construction of the mitigation system.

Ultimately, the findings of our study will be incorporated into a geotechnical evaluation report for the project.

IV. Observation and Testing During Landslide Mitigation We anticipate that landslide mitigation will include construction of a shoring system to protect the top of slope structures and improvements, while the landslide is removed, and a slope buttress is constructed to restore the slope to approximate original site grades. Currently, it is estimated that the shoring system will include drilling, grouting and testing of four rows of permanent tiebacks including construction of associated grade beams; removal and Pr oject No. 23076~01 Page2 July 26, 2023
20 recompaction of much of the landslide; construction of a landslide buttress key(s); and reconstruction of the slope as an approximately 1.5:1 (horizontal to vertical) fill slope with geogrid reinforcement. During this time, we propose to provide a geologist onsite part-time to provide observation and to provide recommendations (when appropriate). Our geologists' duties during this period will include observation and documentation ofremoval bottoms, and geologic mapping of excavation back cuts and removal bottoms.

During fill placement for site grading operations, we propose to provide a soils technician onsite full-time to provide observation, testing, and to provide recommendations (when appropriate). Limited laboratory testing of representative samples of the onsite proposed fill soils will be performed to determine their maximum density and moisture for use in our field density testing, Our field technician will also observe, monitor and document tieback drilling and testing, and placement of geogrid reinforcement
The results of our observation and testing services during these operations will be summarized in field daily reports and project memorandums provided to your onsite representative. At the completion of grading, one comprehensive as-graded report for the entire site will be provided.

This report will summarize our observations, geologic mapping, field and laboratory test results, and the geotechnical conditions encountered during grading of the site. v. Deputy Inspection and Material Testing
For the proposed tiebacks and tieback grade beam we will provide the following deputy inspection and material testing services for steel, concrete and grout.

Conduct inspections for steel bar reinforcement before concrete placement and confirm the details of the reinforcing steel including grade, size, orientation, distribution, lengths, ends, splices, clearances, cleanliness, stability, embed items, anchor bolt size, welded connections, and continuity. Obtain mill certifications for reinforcing steel. Ensure that unidentified steel reinforcement is tested in accordance with the applicable reinforced standard.

Inspect forms and excavations for cleanliness and stability prior to the concrete placement and verifying that the approved concrete mix design is used for the batched concrete and the watercement ratio for each delivered load of concrete is per project specifications. Monitor the time limitation from freshly batched concrete to the placement. Perform slump measurements, temperature determinations, and mold concrete cylinder samples for compressive strength determinations. Inspect the placement and consolidation method of the placement of concrete.

VI. Monitoring
Continued monitoring of the landslide area and installed inclinometer casing for indication of additional movement. Monitoring of the inclinometer casing will be performed on a daily basis to check for indications of potential movement which could impact the Casa Romantica structure. The frequency of casing monitoring may vary based on the monitoring results and the need of the project.

Project No. 23076-01 Page3 July 26, 2023
21 We will continue to keep the project team appraised of the results of the monitoring performed/reviewed. We will alert the team should the monitoring indicate that concerning additional movement has been detected.

VII. Consulting and Final As-graded Report
In addition to the onsite observation and testing mentioned above, we will provide geotechnical support from our engineers and geologists in the office. We will prepare one final summary report documenting the observation and testing performed by LGC Geotechnical for the grading of the entire site once construction operations are completed. The final compaction report will include a summary of our observation and testing performed and will present our field density test results. Various interim letters and memorandums will be provided on an asneeded basis.

VIII.Subcontractin~ of Civil Engineer-and Surveyor
Per your request we will subcontract a surveyor and civil engineer for the design and construction aspects of the project. The project surveyor and civil engineer will generate a detailed topographic map of the current site conditions. The topographic map is necessary to allow for appropriate and accurate modeling of the area of the landslide for use in slope stability analysis and determination of appropriate mitigation alternatives. The civil engineer will prepare a slope repair plan based on the project geotechnical recommendations and coordination with the project structural engineer and project contractor. The project plans will also include an Erosion Control Plan and Storm Water Pollution Prevention Plan (if required).

Based on the prepared mitigation plan the project surveyor will provide construction staking for the project during implementation of the proposed slope stability mitigation. Staking will include line and grade staking for the proposed remedial grading and slope reconstruction and for construction of the proposed temporary shoring system.

Estimated Cost
We propose to provide the above listed geotechnical services on a time-and-materials basis in accordance with our attached 2022 Professional Fee Schedule. Including those services provided beyond our previously authorized budget for the project and projecting the remaining needs for the project ( outlined above), the additional services provided and proposed can be performed for an estimated amount of Seven Hundred Eighty-Three Thousand Five Hundred Sixty Dollars ($783,560.) in accordance with the project Federal Prevailing Wage requirements. If this proposal meets with your requirements, please provide us with the appropriate authorization from your firm.

Please note that there are many factors, such as contractor's schedule, agency requirements, weather conditions, and type of material used for backfill, which significantly affect the total cost of our geotechnical services during grading and construction. These factors are generally beyond our control, and this cost estimate is based on normal working conditions for your budgetary purposes.

Project No. 23076-01 Page4 July 26, 2023
22 General Task Items Estimated Cost
• Geotechnical, Consulting and Observation Services Beyond our Current $ 35,000 Contract
• Coordination, Consulting and Project Management $ 35,000 . Geotechnical Evaluation & Report $ 60,000
. Geotechnical Observation & Testing, Deputy Inspection and Material $ 480,000 Testing, & Inclinometer Monitoring During Landslide Mitigation · • Final As-graded Report $ 25,000
• Subcontracted Civil Engineer and Survevor $ 148,560
TOTAL: $ 783,560
Assumptions
Please note that the following assumptions have been made:

1. No significant design changes will be made to the project mitigation concept assumed herein, during design or construction necessitating additional geotechnical reports;

2. Project is subject to prevailing wage requirements;

3. Construction operations will be performed during normal working hours, Monday through Friday, between 7:00 am to 5:00 pm. Our cost estimate does not include fees for overtime work (more than 8 hours per day) or for work performed on weekends and holidays;

4. Landslide mitigation operations will be completed in a twelve month period or less;

5. LGC Geotechnical will not be responsible for line and grade for the project;

6. Construction staking is assumed to include thirty, 1-day visits;

7. Although some additional subsurface evaluation may be needed, the cost for the equipment for excavation is not included herein;

8. The cost for subcontracting of a structural engineer or other professionals (not specifically discussed herein) needed for the project is not included herein;

9. Significant forensic consulting is not included in this cost estimate;

10. Post-construction, long-term monitoring protocol (if needed) has not yet been determined, and therefore is not included in this cost estimate;

11. This proposal and cost estimate is for the geotechnical aspects of the project only; and

12. We expect our report(s) to be acceptable to the applicable jurisdictions but may require some response to review questions/comments. The cost for responding to the reviewing agencies is not included in this proposal. The cost for these services (if necessary) or any other services not specifically cited in this proposal will be determined once the scope of these services is known.

If any of these assumptions are invalid, our fees shall be adjusted accordingly.

Project No. 23076-01 PageS July 26, 2023
23 Closure
Our proposed services will be performed to the general standard of care of geotechnical consulting in Southern California; no other warranty is expressed or implied.

The opportunity of submitting this proposal is sincerely appreciated. Should you have any questions, please do not hesitate to contact our office.

Sincerely,
LGC Geotechnical, Inc.
~-8£
Kevin B. Colson
Vice President
KBC
Attachment: 2022 Professional Fee Schedule
Distribution: (1) Addressee (via email)
Project No. 23076-01 Page6 July 26, 2023
24 2022 PROFESSIONAL FEE SCHEDULE

GEOTECHNICAL SERVICES
Professional Billing Rate (per hour)
Word Processing .......................................................................................................................................................... ................ $ 70.00 CAD Operator ........................................................................................................................................ ...................... ...................... 95.00 Junior Field Technician ...................................................................................................................... ........................................... 95.00 Senior Field Technician .............................................................................................................................................................. 110.00 Field Technician/Prevailing Wage ........................................................................................................................................ 150.00 Staff Engineer /Geologist ..................................................................................................................................................... ...... 135.00 Senior Staff Engineer /Geologist ..... ....................................................................................................................................... 145.00 Field Supervisor/Operations Manager ................................................................................................................................ 110.00 Project Engineer/Geologist ...................................................................................................................................................... 170.00 Senior Project Engineer /Geologist. ....................................................................................................................................... 185.00 Associate Engineer /Geologist ......... ......................................................................................................................................... 195.00 Principal Engineer/Geologist ..................................................................................... ............................................................. 250.00 Engineering Equipment
Field Vehicle Usage ... .............................................................................................................................................. $ 10.00/per hour Vehicle Mileage .. ....................................................................................................................................... included in vehicle usage Nuclear Soil Gauge and Inclinometer .................................................................................................. included in hourly rate Other Monitoring Equipment ..................................................................................................................................... Upon Request Laboratory Tests
Moisture Content .................................................................................................................................................................................. $ 24.00 Moisture and Density (ring samples) ... ................................................................................................................ .............................. 35.00 Maximum Dry Density (optimum moisture content) .............................................................................................................. 294.00 Maximum Density Checkpoint .................................... ....................................................................................................................... 100.00 Sieve Analysis .................................................................................................................................... ....................... ................................. 165.00 Hydrometer Analysis .. ............................................................................................................................................................................ 135.00 Sieve and Hydrometer Analysis ......................................................................................................................................................... 220.00 Percent Passing No. 200 Sieve ............................................................ ... ................................................................................................ 85.00 Liquid Limit and Plastic Limit .............................................................................................. .............................................................. 180.00 Liquid Limit- Non-Plastic (lpt) .......................................................... .................................. ................................. .... ................ ....... 100.00 Sand Equivalent .......................... ............................................................................................................. ................................................. 125.00 Expansion Index .......... .......................................................................................... ......................................................... .......................... 155.00 Direct Shear (shear rate of 0.05 in/min.) .............................................. ...... ................................................................................. 345.00 Direct Shear (shear rate of lower than 0.05 in.jmin.) .............................................................................................................. 415.00 Single Point Shear ........................................................................................................................................................................... ......... 135.00 Unconsolidated Undrained Triaxial Shear .................................................................................................................................... 205.00 Consolidation (w/o time rate) ................................................... ........................................................................ ................................ 235.00 w /time rate, add (per increment) ............................................................................................................................................. 55.00 w/extra load, add (per load) ................................................................................... ..................................................................... 50.00 Collapse Test (ASTM D4546-B) .................................................... ................................................................. .................................... 125.00 R-Value (untreated) .......................................................................... ................................................................................... ................... ] 75.00 R-Value (treated) .................... ................................................................................................................................................................. 410.00 Sulfate Content ......................... ....................................................................................................................................... ............................. 193.00 Chloride Content ......................................................................................................................................................................................... 83 00 Corrosive Suite (minimum resistivity, pH, sulfate and chloride) ........................................................................................ 320. 'Q Organic Matter Content ................................................................................................................................................ ........................... 85.00 Caltrans 216 Compaction ....................................................................... ............ ...................... ............................................................ 300.00 ~"Jll:'"'-pc',;,J» .;::1!'-•~a,•t•\ ~ -,. -1~,< ,i'~fJ~•(~ 1 •-~· -4.·nC'-,•1 1~•~ · ~ ... 1 :~•-r, :('.- ~• .. :" ~~•· 1 1 ~ •· ·.• -~ ..... ~.',.~:,,~r~~~ .· .~ ·!.' ,. - : , • • ... ",,~1 • · · · ft 131 Calle Iglesia, Suite 200, San Clemente, CA 92672 7:r (949) 369-6141 /@· www.lgcgeotechnical.com 25 Stipulations
• All professional rates are accrued from portal to portal. • Expert witness testimony, depositions, or mediation conferences, will be billed at 2.0 times the professional billing rate.
• All geologists, engineers, and technicians will be billed at time-and-a-half for overtime. Overtime is defined as more than 8 hours in one day and any time worked on weekends, state holidays or night shifts. Double time will be billed when more than 12 hours are worked in one day or more than 8 hours on weekends, state holidays or night shifts.
• Invoices are rendered monthly, payable upon receipt.
• Proposals are valid for 30 days, unless otherwise stated. • Heavy equipment, subcontractor fees and expenses, supplemental insurance, travel, shipping, outside reproduction, and other reimbursable expenses will be invoiced at cost, plus 20 percent. • Prior to initiating our field work, client agrees to provide all information in client's possession about actual or possible presence of underground utilities and/or hazardous materials on the site.

Client agrees to reimburse LGC Geotechnical for all costs related to unanticipated discovery of utilities and/or hazardous materials.
• Prior to initiating our field work, client agrees to provide all information in client's possession with regard to restricted entry and/or exploration areas, such as areas of environmental contamination, hazardous soils, sensitive habitat areas, etc. Client agrees to reimburse LGC Geotechnical for all costs related to environmental contamination, hazardous soils, sensitive habitat areas, etc. • Client is responsible for providing safe and legal access to the site at all times. • LGC Geotechnical will not be liable for any loss, damage or liability to persons or property arising out of performance of our service that is not covered and paid for by our insurance. For any other loss, damage or liability which is not covered by insurance, our liability will be limited to the lessor of either $10,000 or the total amount paid by client to LGC Geotechnical on the project in question. • These rates are based on standard insurance coverage. If higher insurance limits are required client should discuss these limits, and the associated cost, with LGC Geotechnical prior to the initiation of our services.
• LGC Geotechnical's services will be performed in accordance with generally accepted standards of care and diligence normally practiced by geotechnical consulting firms performing services of a similar nature in Southern California. No other warranty, either expressed or implied, is included or intended in LGC Geotechnical's proposals, contracts, reports, etc. • Quoted laboratory test rates assume samples are free of hazardous materials. Handling and testing of samples containing hazardous materials may include additional costs. ~-'r)J~'C•~~"• .. P.~~,"t""~:',:i""•1·?_.:.#';.":-:~i;!",':-1""""ll;•1~·' -(·•'. ,~·:\"~:·\•.--..:..:·';~·r --~-t~--=;,,';f;'";-J,":."'!t,.:'!l';-,.,,ri;,•~~..,,~~1'~~~!~~--;·~ ... ,,r. .. ...,;.• ·,· •• ~ :•. r~1~,." .- : ~.-, . . ':. ~:-_ \ ·-,r• . .-"~ :if 131 Calle_ lgle~ia, Suite 200, San Clemente, CA 92672 · ,:J1 (949) 369-6141 I@ www.lgcgeotechnical.com ' .
26 EXHIBIT "A~I"

FEDERALLY REQUIRED PROVISIONS FOR SERVICES

NOT APPLICABLE
1 55452.01100\31193624.5
27 EXHIBIT "B"

SCHEDULE OF SERVICES

IN ACCORDANCE WITH THE PROPOSAL TO PROVIDE GEOTECHNICAL

RECOMMENDATIONS, CONSULTING AND OBSERVATION AND TESTING SERVICES FOR LANDSLIDE MITIGATION, 415 AVENIDA GRANADA, SAN CLEMENTE, CALIFORNIA DATED JULY 26, 2023 FROM LGC GEOTECHNICAL, INC.
1 55452.01100\31193624.5
28 EXHIBIT 11C"

INSURANCE REQUIREMENTS

3.2.12 Insurance.

3.2.12.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section.

3.2.12.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
(A) Commercial Ge_neral Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 0001, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in add_ition to the limits. The policy shall contain no endorsements or provisions ( 1) limiting coverage for contractual liability; (2) excluding coverage for claims or sufts by one insured against another (cross-liability); or (3) containing any other exclusion(s) contrary to the terms or purposes of this Agreement. . (B) Automobile Liability - Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering "Any Auto" (Symbol 1 ), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence. (C) Workers' Compensation: Workers' Compensation
Insurance, as required _by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. (D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant's profession with limits of not less than $1,000,000 per claim. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement.

3.2.12.3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
55452.011 00\31193624.5
29 (A) Commercial General Liability:
(1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability anq defense of suits or claims arising out of the performance of the Agreement.

Additional Insured Endorsements shall not ( 1) be
restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or ( 4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement.
(2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten ( 10) days shall be allowed for non-payment of premium. · (B) Autc,mobile Liability:
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days sht:1_11 be allowed for non-payment of premium.

3.2.12.4 Professional Liabil.i_ty (Errors & Omissions):
(A) _ Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of canceilation h~s been served upon the City except ten (10) days shall be allowed for non-payment of premium. . (8) Contractual Liability Exclysion Deleted: This insurance shall include contractual liability applicable to this Agreement. The policy ml,lst "pay on behalf of' the insured andincll,lde a provision establishing the insurer's duty to defend. · ·

3.2.12.5 Workers' Compensation:
. (A) Cancillation: Required insurarice policies shall not be canceled or the coverage reduced unt.i! fl thirty (30) day' written notice of cancellation _has been serv.ed upon the City except ten (10) days shall be allowed for non-payment of premium.

3.2.12.6 Primary _ and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insljrance shall be primary and any other insurance, de,ductible, or self-insurance rnaintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

3.2.12.7 Waiver of Subrogation. All policies of Commercial General Liability and Automobile Liability insurance shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City, its officials, officers, employees, agents, and volunteers, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
30 3.2.12.8 Deductibles and Self-Insured Retentions. Any deductible or selfinsured retention greater than $5,000 must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same mariner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-Insured retention.

3.2.12.9 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

3.2.12.10 Failure to Maintain Coverage. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbl,ii'sed by Consultant or City will withhold amounts'sufficient to pay premium from Consultant payments·. In the alternative, City may cancel this Agreement effective upon notice. . ' ,.

3.2.12.11 Acceptability of Insurers. Each such policy shall be from a C()mpany_ or companies with a current AM. Best's rating of no less.than A- VII a_nd authorized to transact business of insurance in the State of California, o·r otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Gode or any federal law.

3.2.12.12 Enforcement of Agreement Provisions (non estoppel).

Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligation on the City nor does it w~iv~ any rights hereunder. '

3.2.12.13 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Appendix are riot intended as a limitatlon ori coverage, limits, or other requirement, or a waiver of any coverage normally provlded by any insurance.

3.2.12.14 Insurance for Subconsultants: Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsibl~ for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, 'agents, and volunteers as additional insureds to the slibconsultant's polfcies. All policies of Commercial General Liability insurance provided by Consultant's subconsultants performing work relafing to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and 31 volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. C9nsul.tant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant's compliance with all insurance requirements· under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.
32 EXHIBIT "D"

COMPENSATION
Consultant shall receive compensation for the Services actually performed under this Agreement at the hourly rates as listed in Exhibit A. Reimbursable expenses are also included in Exhibit A.

WORKER'S COMPENSATION INSURANCE CERTIFICATION
33 WORKERS' COMPENSATION DECLARATION
I hereby affirm under penalty of perjury one of the following declarations:
(ONE OF THE BOXES BELOW MUST BE CHECKED)
□
□
I have and will maintain a certificate of consent from the California Labor Commission to self-insure for workers' compensation, as provided for by Section 3700 of the Labor Code, for the performance of the work to be performed under this contract.

I have and will maintain workers' compensation insurance, as required by Section 3700 of the Labor Code, for the performance of the work to be performed under this contract. My workers' compensation insurance carrier and policy number are:

Carrier J;.,..,,#1~,, /;.~► C.,,_,4-lh; Co/7 "~J1.-~,,"_ Policy Number UJJ'-{K 4t8b2J
I certify that, in the performance of the work under this Agreement, I shall not employ any person in any manner so as to become subject to the workers' compensation laws of California, and I hereby agree to indemnify, defend, and hold harmless the City of San Clemente and all of its officials, employees, and agents from and against any and all claims, liabilities, and losses r~Jating to personal injury or death, economic losses, and property damage arising out of my failure to provide such worker's compensation insurance. I further agree that, if I should become subject to the workers' compensation provisions of Section 3700 of the Labor Code, I shall forthwith comply with those provisions.

WARNING: FAILURE TO SECURE WORKERS' COMPENSATION

COVERAGE IS UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO

CRIMINAL PENAL TIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000), IN ADDITION TO THE COST OF COMP.ENSATION, DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE, INTEREST, AND ATTORNEY'S FEES.
----1
Dated: ___ J=--1.1~~'-----2_ 7_, 2o_n
34 By:

Title
I~ I CA/llt.. -¼ /e11';, ff-~. ·2 ~ cJ
Address
.>~"' C fe,-.t-,,,;~ of- 'l_z.,72..

AGENDA REPORT

CITY OF SAN CLEMENTE
City Council Meeting
910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org
Meeting Date: 8/15/2023 Agenda Item: 6N
Department: Public Works
Prepared By Kiel Koger, Public Works Director/City Engineer Subject:

CONSIDERATION OF A RESOLUTION RATIFYING A SECOND EMERGENCY CONSTRUCTION CONTRACT WITH ALLIANCE DIVERSIFIED ENTERPRISES, INC. FOR THE EMERGENCY

SLOPE STABILIZATION REPAIRS AT CASA ROMANTICA FOR A TOTAL CONTRACT AMOUNT NOT TO EXCEED $7,760,800
Fiscal Impact:

Yes. The emergency slope stabilization repairs will be completed for a not to exceed amount of $7,760,800, which includes a 10% contingency. The work is being performed by force account (time and materials) due to the uncertain condition at the site and will be funded from Account Number # 001-481-43470-000-23502 (Casa Romantica Stabilization).

Summary:

A landslide on April 27, 2023, at the City owned Casa Romantica facility necessitated an emergency response to ensure that more damage was not caused to an adjacent condominium building and the railroad tracks located at the bottom of the failed slope. The initial temporary repairs including regrading and reshaping the site did not stabilize the slope and more substantial repairs were needed immediately to secure the building and site to protect life and property prior to the upcoming winter rain season. The proposed resolution ratifies a second emergency construction contract with Alliance Diversified Enterprises, Inc. (ADEI) for the emergency slope stabilization repairs at Casa Romantica.

Background:

The western slope at Casa Romantica above the railroad tracks failed on the afternoon of April 27, 2023. The landslide deposited debris and soil near the railroad tracks below the site to the west and against the condominium building to the north. The City hired ADEI who specializes in emergency slope stability and foundation repairs, to mobilize to the site on Friday, May 12, 2023 to start the repairs under the supervision of a local geotechnical engineering firm, LGC Geotechnical, Inc. The emergency work was initially completed on June 2, 2023 but the slope continued to move over the next 2 days even with additional shaping and grading. The slope started moving again on June 5, 2023 and continued to slowly creep, necessitating more substantial repairs to secure the building and site to protect life and property prior to the winter rain season.

Surveying and design work has already started on the next phase of work to include the installation of tiebacks and grade beams along the slope beneath the Casa Romantica building to secure the unstable slope. The tiebacks will be drilled 6 feet on center in rows across the slope and founded approximately 70-110 feet into the slope and secured with grade beams. As the tiebacks and grade beams are installed, the slope will be excavated from the top to the bottom. The slope will then be reconstructed in front of the grade beams with the use of geogrid reinforcement placed within the compacted soil backfill. The landslide soil mass will be need to be excavated, hauled off site and CITY OF SAN CLEMENTE Page 1 of 3 Printed on 8/10/2023
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Meeting Date: 8/15/2023 Agenda Item: 6N
compacted soil backfill. The landslide soil mass will be need to be excavated, hauled off site and blended with other soil material and then brought back to the site to be placed and compacted in lifts to rebuild the slope. The exact amount of soil that needs to be excavated and then replaced and compacted is unknown due to the possible presence of another landslide mass at the base of slope near the railroad tracks.

Council Options:
· Adopt Resolution No. 23-84, ratifying an emergency construction contract with Alliance Diversified Enterprises, Inc. for emergency slope stabilization repairs at Casa Romantica for a total contract amount not to exceed $7,760,800.
· Modify and adopt Resolution No. 23-84.
· Continue the item with direction to provide additional information.

Environmental Review/Analysis:

Recommended Actions:

Staff Recommendation
STAFF RECOMMENDS THAT the City Council adopt Resolution No. 23-84, which would:

1. Ratify an Emergency Construction Contract with Alliance Diversified Enterprises, Inc. on a time and materials basis for an amount not to exceed $7,760,800 for the emergency slope stabilization repairs at Casa Romantica to include construction of tiebacks and grade beams as well as reconstructing the slope with geogrid reinforcement and compacted soil backfill.

CITY OF SAN CLEMENTE Page 2 of 3 Printed on 8/10/2023
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Meeting Date: 8/15/2023 Agenda Item: 6N
Attachment:

1. Resolution No. 23-84

2. Construction Contract
Notification:

Casa Romantica, OCTA/Metrolink, Reef Gate HOA
CITY OF SAN CLEMENTE Page 3 of 3 Printed on 8/10/2023
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ATTACHMENT 1
RESOLUTION NO. 23-84

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SAN CLEMENTE, CALIFORNIA, RATIFYING A SECOND

EMERGENCY CONSTRUCTION CONTRACT WITH
ALLIANCE DIVERSIFIED ENTERPRISES, INC. FOR THE

EMERGENCY SLOPE STABILIZATION REPAIRS AT CASA

ROMANTICA FOR A TOTAL CONTRACT AMOUNT NOT
TO EXCEED $7,760,800
WHEREAS, a landslide on April 27, 2023 necessitated an emergency response to ensure that more damage was not caused to a condominium building and railroad tracks adjacent to the failed slope; and
WHEREAS, the initial temporary repairs completed on June 4, 2023 including regrading and reshaping the site did not stabilize the slope and the slope continued to creep slowly; and
WHEREAS, in order to protect public health and safety, more substantial repairs were needed immediately to secure the building and site to protect life and property prior to the upcoming winter rain season; and
WHEREAS, the next phase of work includes the installation of tiebacks and grade beams along the slope beneath the Casa Romantica building to secure the unstable slope; and
WHEREAS, the tiebacks will be drilled 6 feet on center in rows across the slope and founded approximately 70-110 feet into the slope and secured with grade beams; and WHEREAS, as the tiebacks and grade beams are installed, the slope will be excavated from the top to the bottom. The slope will then be reconstructed in front of the grade beams with the use of geogrid reinforcement placed within the compacted soil backfill; and
WHEREAS, the landslide soil mass will be need to be excavated, hauled off site and blended with other soil material and then brought back to the site to be placed and compacted in lifts to rebuild the slope; and
WHEREAS, the exact amount of soil that needs to be excavated and then replaced and compacted is unknown due to the possible presence of another landslide mass at the base of slope near the railroad tracks; and
WHEREAS, on July 18, 2023, the City Council determined that an emergency exists due to the potential failure of an existing slope and that the situation requires immediate action to prevent or mitigate impairment to property and public services that 4 Resolution No. 23-84 Page 2
might otherwise occur if the City were required to incur delays attributed to the typical engineering analysis and competitive bidding process; and WHEREAS, on July 18, 2023, the City Council also determined that the public interest and necessity demand the immediate expenditure of public funds to safeguard public health; and
WHEREAS, under the California Environmental Quality Act (CEQA) Guidelines, an emergency is defined as a sudden, unexpected occurrence, involving a clear and imminent danger, demanding immediate action to prevent or mitigate loss of, or damage to life, health, property, or essential public services and includes fire, flood, earthquake, or other soil or geologic movements, as well as such occurrences as riot, accident or sabotage; and
WHEREAS, on July 18, 2023, the City Council determined that this project meets the definition of an emergency and is exempt from CEQA pursuant to Section 15269(c) of the State CEQA Guidelines as specific actions necessary to prevent or mitigate an emergency; and
WHEREAS, on July 18, 2023, the City Council authorized and directed staff to take such actions as are necessary and proper to start immediately on the emergency slope stabilization repairs at Casa Romantica, including entering into a contract and bringing a future agenda item to City Council to ratify such; and
WHEREAS, on ________, 2023, the City Manager entered into an Emergency Construction Contract with Alliance Diversified Enterprises, Inc. on a time and materials basis for an amount not to exceed $7,760,800, which amount includes a 10% contingency, for the emergency slope stabilization repairs at Casa Romantica to include construction of tiebacks and grade beams as well as reconstructing the slope with geogrid reinforcement and compacted soil backfill.

NOW, THEREFORE, the City Council of the City of San Clemente hereby finds, resolves and determines as follows:

SECTION 1. That the foregoing recitals are true and accurate and are incorporated herein.

SECTION 2. That the second Emergency Construction Contract with Alliance Diversified Enterprises, Inc. on a time and materials basis for an amount not to exceed $7,760,800 which includes a 10% contingency for the emergency slope stabilization repairs at Casa Romantica to include construction of tiebacks and grade beams as well as reconstructing the slope with geogrid reinforcement and compacted soil backfill entered into by the City Manager on ________, 2023 is hereby ratified and approved.

SECTION 3. The City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions. 5 Resolution No. 23-84 Page 3
PASSED AND ADOPTED this _____ day of August, 2023.
_______________________
Mayor of the City of
San Clemente, California
ATTEST:
__________________________
CITY CLERK of the City of
San Clemente, California

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) §

CITY OF SAN CLEMENTE )
I, LAURA CAMPAGNOLO, City Clerk of the City of San Clemente, California, do hereby certify that Resolution No. 23-84 was adopted at a regular meeting of the City Council of the City of San Clemente held on _______ day of August 2023, by the following vote:

AYES:

NOES:

ABSENT:

CASA ROMANTICA SLOPE STABILIZATION REPAIR

1. PARTIES AND DATE.

This Contract is made and entered into this __ day of August, 2023 by and between the City of San Clemente, a public agency of the State of California ("City") and Al liance Diversified Enterprises, Inc., a California corporation with its principal place of business at 665 Opper Street, Escondido, CA 92029 ("Contractor''). City and Contractor are sometimes individually referred to as "Party" and collectively as "Parties" in this Contract.

2. RECITALS.

2. 1 City. City is a public agency organized under the laws of the State of California, with power to contract for services necessary to achieve its purpose.

2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of certain construction services required by the City on the terms and conditions set forth in this Contract. Contractor represents that it is duly licensed and experienced in providing shoring to include construction of tieback systems and grade beams as well as slope stabilization techniques and excavation/grading related construction services to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the services in the State of California. The following license classifications are required for this Project: Class A - General Engineering.

2.3 Project. City desires to engage Contractor to render such services for the Casa Romantica Slope Stabilization Repairs ("Project") as set forth in this Contract.

2.4 Project Documents & Certifications. Contractor has obtained, and delivers concurrently herewith, a performance bond, a payment bond, and all insurance documentation, as required by the Contract.

3. TERMS

3.1 Incorporation of Documents. This Contract includes and hereby incorporates in full by reference the following documents, including all exhibits, drawings, specifications and documents therein, and attachments and addenda thereto:
• Services/Schedule (Exhibit "A")
• Plans and Specifications (Exhibit "B")
• Special Conditions (Exhibit "C")
• Contractor's Certificate Regarding Workers' Compensation (Exhibit "D") • Public Works Contractor Registration Certification (Exhibit "E") • Payment and Performance Bonds (Exhibit "F")
• Federal Requirements (Exhibit "G")- NIA
• Insurance Requirements (Exhibit "H)
8 3.2 Contractor's Basic Obligation; Scope of Work. Contractor promises and agrees, at its own cost and expense, to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately complete the Project, including all structures and facilities necessary for the Project or described in the Contract (hereinafter sometimes referred to as the "Work"), for a Total Contract Price as specified pursuant to this Contract. All Work shall be subject to, and performed in accordance with the above referenced documents, as well as the exhibits attached hereto and incorporated herein by reference. The plans and specifications for the Work are further described in Exhibit "B" attached hereto and incorporated herein by this referi nce. Special Conditions, if any, relating to the Worl< are described in Exhibit "C" attached hereto and incorporated herein by this reference.

3.2. ·1 Change in Scope of Work. Any change in the scope of the Work, method of performance, nature of materials or price thereof, or any other matter materially affecting the performance or nature of the Work shall not be paid for or accepted unless such change, addition or deletion is approved in writing by a change order executed by the City. Should Contractor request a change order due to unforeseen circumstances affecting the performance of the Work, such request shall be made within fi ve (5) business days of the date such circumstances are discovered or shall waive its right to request a change order due to such circumstances. If the Parties cannot agree on any change in price required by such change in the Work, the City may direct the Contractor to proceed with the performance of the change on a time and materials basis.

3.2.2 Substitutions/"Or Equal". Pursuant to Public Contract Code Section 3400(b), the City may make a finding that designates certain products, things, or services by specific brand or trade name. Unless specifically designated in this Contract, whenever any material, process, or article is indicated or specified by grade, patent, or proprietary name or by name of manufacturer, such Specifications shall be deemed to be used for the purpose of facilitating the description of the material, process or article desired and shall be deemed to be followed by the words "or equal."
Contractor may, unless otherwise stated, offer for substitution any material, process or article which shall be substantially equal or better in every respect to that so indicated or specified in this Contract. However, the City may have adopted certain uniform standards for certain materials, processes and articles. Contractor shall submit requests, together with substantiating data, for substitution of any "or equal" material, process or article no later than thirty-five (35) days after award of the Contract. To facilitate the construction schedule and sequencing, some requests may need to be submitted before thirty-five (35) days after award of Contract. Provisions regarding submission of "or equal" requests shall not in any way authorize an extension of time for performance of this Contract. If a proposed "or equal" substitution request is rejected, Contractor shall be responsible for providing the specified material, process or article.

The burden of proof as to the equality of any material, process or article shall rest with Contractor.

The City has the complete and sole discretion to determine if a material, process or article is an "or equal" material, process or article that may be substituted. Data required to substantiate requests for substitutions of an "or equal" material, process or article data shall include a signed affidavit from Contractor stating that, and describing how, the substituted "or equal" material, process or article is equivalent to that specified In every way except as listed on the affidavit. Substantiating data shall include any and all illustrations, specifications, and other relevant data including catalog information which describes the requested substituted "or equal" material, process or article, and substantiates that it is an "or equal" to the material, process or article. The substantiating data must also Include information regarding the durability and lifecycle 2 9
cost of the requested substituted "or equal" material, process or article. Failure to submit all the required substantiating data, including the signed affidavit, to the City in ;3 timely fashion will result in the rejection of the proposed substitution.

Contractor shall bear all of the City's costs associated with the review of substitution requests. Contractor shall be responsible for all costs related to a substituted "or equal" material, process or article. Contractor is directed to the Special Conditions (if any) to review any findings made pursuant to Public Contract Code section 3400.

3.3 Period of Perfonnance.

3.3.1 Contract Time. The term of this Agreement shall be from July 25, 2023 until the work is completed to the satisfaction of the City on a time and materials basis. Contractor shall perform its Worl< in strict accordance with any completion schedule, construction schedule or project milestones developed by the City. Such schedules or milestones may be included as part of Exhibits "A" or ''B" attached hereto, or may be provided separately in writing to Contractor.

3.3.2 Force Majeure. Neither City nor Contractor shall be considered in default of this Contract for delays in performance caused by circumstances beyond the reasonable control of the non-performing party. For purposes of this Contract, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; pandemics or epidemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint. Should such circumstances occur, the nonperforming party shall, within a reasonable time of being prevented from performing, give written notice to the. other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Contract. Contractor's exclusive remedy in the event of delay covered under this section shall be an extension of the Contract Time.

3.3.3 Liquidated Damages. [RESERVED.]

3.4 Standard of Performance: Performance of Employees. Contractor shall perform all Work under this Contract in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Work. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Work assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all iicenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Work, including any required business license, and that such licenses and approvals shall be maintained throughout the term of this Contract. As provided for in the indemnification provisions of this Contract, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any work necessary to correct errors or omissions which are caused solely by Contractor's failure to comply with the standard of care provided for herein. Any employee who is determined by the City to be uncooperative, incompetent, a threat to the safety of persons or the Work, or any employee who fails or refuses to perform the Work in a manner consistent with the terms and conditions of this Agreement and acceptable to the City, shall be promptly removed from the Project by Contractor and shall not be re-employed on the Work.
3 10

3.5 Control and Payment of Subordinates; Contractual Relationship. City retains Contractor on an independent contractor basis and Contractor is not an employee of City. Any additional personnel performing the work governed by this Contract on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Contract and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance.

3.6 City's Basic Obligation. City agrees to engage and does hereby engage Contractor as an independent contractor to furnish all materials and to perform all Work according to the temis and conditions herein contained for the sum set forth above. Except as otherwise provided in the Contract, the City shall pay to Contractor, as full consideration for the satisfactory performance by Contractor of the services and obligations required by this Contract, the below- referenced compensation in accordance with compensation provisions set forth in the Contract.

3.7 Compensation and Payment.

3. 7.1 Amount of Compensation. As consideration for performance of the Work required herein, City agrees to pay Contractor a Total Contract Price not to exceed Seven Million, Seven Hundred Sixty Thousand, Eight Hundred Dollars ($7,760,800} which includes a 10% contingency for unforeseen conditions. The work will be done by force account (time and materials) under the direction of the Public Works Director/City Engineer and LGC Geotechnical, Inc. The time and materials rate will be based upon the Caltrans force account costs, including allowable markups, and equipment costs, etc.
https://dot.ca.gov/-/media/dot-media/programs/construction/documents/equipment-rental-ratesand-labor-surcharge/book 2023.pdf ·

3. 7 .2 Payment of Compensation. If the Work is scheduled for completion in thirty (30) or less . calendar days, City will arrange for payment of the Total Contract Price upon completion and approval by City of the Work. If the Work is scheduled for completion in more than thirty (30) calendar days, City will pay Contractor on a monthly basis as provided for herein.

On or before the fifth (5th) day of each month, Contractor shall submit to the City an itemized application for payment in the fomiat supplied by the City Indicating the amount of Work completed since commencement of the Work or since the last progress payment. These applications shall be supported by evidence which is required by this Contract and such other documentation as the City may require. The Contractor shall certify that the Work for which payment is requested has been done and that the materials listed are stored where indicated. Contractor may be required to furnish a detailed schedule of values upon request of the City and in such detail and form as the City shall request, showing the quantities, unit prices, overhead, profit, and all other expenses involved in order to provide a basis for determining the amount of progress payments.

3.7.3 Prompt Payment. City shall review and pay all progress payment requests in accordance with the provisions set forth in Section 20104.50 of the California Public Contract Code. However, no progress payments will be made for Work not completed in accordance with this Contract. Contractor shall comply with all applicable laws, rules and regulations relating to the proper payment of Its employees, subcontractors, suppliers or others.

3.7.4 · Contract Retentions. From each approved progress estimate, five percent (5%) will be deducted and retained by the City, and the remainder will be paid to Contractor. All 4 11
Contract retention shall be released and paid to Contractor and subcontractors pursuant to Cal ifornia Public Contract Code Section 71 07.

3.7.5 Other Retentions. In addition to Contract retentions, the City may deduct from each progress payment upon written notice to Contractor and Contractor's failure within three (3) business days to commence and continue to cure or perform with di ligence and promptness, an amount necessary to protect City from loss because of: (1) liquidated damages which have accrued as of the date of the application for payment; (2) any sums expended by the City in performing any of Contractor's obligations under the Contract which Contractor has fa iled to perform or has performed inadequately; (3) defective Work not remedied; (4) stop notices as allowed by state law; (5) unsatisfactory prosecution of the Work by Contractor; (6) failure of Contractor to maintain or submit on a timely basis proper and sufficient documentation as required by the Contract or by City during the prosecution of the Work; (7) any sums representing expenses, losses, or damages as determined by the City, incurred by the City for which Contractor is liable under the Contract; and (8) any other sums which the City is entitled to recover from Contractor under the terms of the Contract or pursuant to state law, including Section 1727 of the California Labor Code. The failure by the City to deduct any of these sums from a progress payment shall not constitute a waiver of the City's right to such claims.

3.7.6 Substitutions for Contract Retentions. In accordance with California Public Contract Code Section 22300, the City will permit the substitution of securities for any monies withheld by the City to ensure performance under the Contract. At the request and expense of Contractor, securities equivalent to the amount withheld shall be deposited with the City, or with a state or federally chartered bank in California as the escrow agent, and thereafter the City shall then pay such monies to Contractor as they come due. Upon satisfactory completion of the Contract, the securities shall be returned to Contractor. For purposes of this Section and Section 22300 of the Public Contract Code, the term "satisfactory completion of the contract" shall mean the time the City has issued written final acceptance of the Work and filed a Notice of Completion as required by law and provisions of this Contract. Contractor shall be the beneficial owner of any securities substituted for monies withheld and shall receive any interest thereon. The escrow agreement used for the purposes of this Section shall be in the form provided by the City.

3.7.7 Title to Work. As security for partial, progress, or other payments, title to Work for which such payments are made shall pass to the City at the time of payment. To the extent that title has not previously been vested in the City by reason of payments, full title shall pass to the City at delivery of the Work at the destination and time specified In this Contract. Such transferred title shall in each case be good, free and clear from any and all security interests, liens, or other encumbrances. Contractor promises and agrees that it will not pledge, hypothecate, or otherwise encumber the items in any manner that would result in any lien, security interest, charge, or claim upon or against said items. Such transfer of title shall not imply acceptance by the City, nor relieve Contractor from the responsibility to strictly comply with the Contract, and shall not relieve Contractor of responsibility for any loss of or damage arising from any lien, security interest, charge or claims upon or against said items resulting solely from Contractor and consistent with the terms and conditions of this Agreement.

3.7.8 Labor and Material Releases. Contractor shall furnish City with labor and material releases from all subcontractors performirig work on, or furnishing materials for, the Work governed by this Contract prior to final payment by City.

Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720 et seq., and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et 5 12
seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Since the Services are being performed as part of an applicable "public worl<s" or "maintenance" project. as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Contract upon request. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. Contractor and any subcontractor shall forfeit a penalty of up to $200 per calendar day or portion thereof for each worker paid less than the prevailing wage rates.

3.7.9 Apprenticeable Crafts. When Contractor employs workmen in an apprenticeable craft or trade, Contractor shall comply with the provisions of Section 1777 .5 of the California Labor Code with respect to the employment of properly registered apprentices upon public works . The primary responsibility for compliance with said section for all apprenticeable occupations shall be with Contractor. The Contractor or any subcontractor that is determined by the Labor Commissioner to have knowingly violated Section 1777 .5 shall forfeit as a civil penalty an amount not exceeding $100 for each full calendar day of noncompliance, or such greater amount as provided by law.

3.7.10 Hours of Work. Contractor is advised that eight (8) hours labor constitutes a legal day's work. Pursuant to Section 1813 of the California Labor Code, Contractor shall forfeit a penalty of $25. 00 per worker for each day that each worker is permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week, except when payment for overtime is made at not less than one and one-half (1-1/2) times the basic rate for that worker.

3.7.11 Payroll Records. Contractor and each subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with the public work. The payroll records shall be certified and shall be available for inspection at all reasonable hours at the principal office of Contractor in the manner provided in Labor Code section 1776. In the event of noncompliance with the requirements of this section, Contractor shall have 10 days in which to comply subsequent to receipt of written notice specifying in what respects such Contractor must comply with this section. Should noncompliance still be evident after such 10-day period, Contractor shall, as a penalty to City, forfeit not more than $100.00 for each calendar day or portion thereof, for each worker, until strict compliance is effectuated. The amount of the forfeiture is to be determined by the Labor Commissioner. A contractor who is found to have violated the provisions of law regarding wages on Public Works with the intent to defraud shall be ineligible to bid on Public Works contracts for a period of one to three years as determined by the Labor Commissioner. Upon the request of the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement, such penalties shall be withheld from progress payments then due. The responsibility for compliance with this section is on Contractor.

The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. 6 13
Contractor and Subcontractor Registration. Pursuant to Labor Code sections 1725.5 and 1771 .1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations.

No bid will be accepted nor any contract entered into without proof of the contractor's and subcontractors' current registration with the Department of Industrial Relations to perform public work. Contractor is directed to review, fi ll out and execute the Public Works Contractor Registration Certification attached hereto as Exhibit "E" prior to contract execution.

Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and '1771.'1.

3.7.12 Labor Compliance; Stop Orders. This Project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be the Contractor's sole responsibility to evaluate and pay the cost of complying with all labor compliance requirements under this Contract and applicable law. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor's performance of Work, including any delay, shall be Contractor's sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay subject to any applicable liquidated damages and shall not be compensable by the City.

Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.

3.8 Performance of Work: Jobsite Obligations.
3:8.1 Water Quality Management and Compliance.

3.8.1.1 Water Quality Management and Compliance. Contractor shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Work including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code§§ 13000-14950); local ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that tenn is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State.

3.8.1 .2 Compliance with the Statewide Construction General Permit. Contractor shall comply with all conditions of the most recent iteration of the National Pollutant Discharge Elimination System General Permit for Storm Water Discharges Associated with Construction Activity, issued by the California State Water Resources Control Board ("Permit"). It shall be Contractor's sole responsibility to file a Notice of Intent and procure coverage under the Permit for all construction activity which results in the disturbance of more than one acre of total land area or which is part of a larger common area of development or sale. Prior to initiating work, Contractor shall be solely responsible for preparing and implementing a Storm Water Pollution Prevention Plan (SWPPP) as required by the Permit. Contractor shall be responsible for procuring, implementing and complying with the provisions of the Penn it and the SWPPP, including the standard provisions, and monitoring and reporting requirements as required by the Permit. The Permit requires the SWPPP to be a "living document" that changes as necessary to meet the conditions and requirements of the job site as it progresses through difference phases of construction and is subject to different weather conditions. It shall be 7 14
Contractor's sole responsibility to update the SWPPP as necessary to address conditions at the project site.

3.8.1.3 Other Water Quality Rules Regulations and Policies.

Contractor shall comply with the lawful requirements of any applicable municipality, drainage City, or local agency regarding discharges of storm water to separate storm drain systems or other watercourses under their jurisdiction, including applicable requirements in municipal storm water management programs.

3.8.1.4 Cost of Compliance. [Intentionally omitted).

3.8.1.5 Liability for Non-Compliance. Failure to comply with the Permit is a violation of federal and state law. Pursuant to the indemnification provisions of this Contract, Contractor hereby agrees to defend, indemnify and hold harmless the City and its officials, officers, employees, volunteers and agents for any alleged violations. In addition, City may seek damages from Contractor for any delay in completing the Work in accordance with the Contract, if such delay is caused by or related to Contractor's failure to comply yvith the Permit.

3.8.1.6 Reservation of Right to Defend. City reserves the right to defend any enforcement action brought against the City for Contractor's .failure to comply with the Permit or any other relevant water quality law, regulation, or policy. Pursuant to the indemnification provisions of this Contract, Contractor hereby agrees to be bound by, and to reimburse the City for the costs (including the City's attorney's fees) associated with, any settlement reached between the City and the relevant enforcement entity.

3.8.1.7 Training. In addition to the standard of performance requirements set forth In paragraph 3.4, Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Work assigned to them without Impacting water quality in violation of the laws, regulations and policies described in paragraph 3.8.1 . Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in paragraph 3.8.1 as they may relate to the Work provided under this Agreement. Upon request, City will provide the Contractor with a list of training programs that meet the requirements of this paragraph.

3.8.2 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. Contractor shall comply with the requirements of the specifications relating to safety measures applicable in particular operations or kinds of work. In carrying out its Work, Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the Work and the conditions under which the Work is to be performed. Safety precautions as applicable shall include, but shall not be limited to, adequate life protection and lifesaving equipment; adequate illumination for underground and night operations; Instructions in accident prevention for all employees, such as machinery guards, safe walkways, scaffolds, ladders, bridges, gang planks, confined space procedures, trenching and shoring, fall protection and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and adequate facilities for the proper inspection and maintenance of all safety measures. Furthermore, Contractor shall prominently display the names and telephone numbers of at least two medical doctors practicing In the vicinity of the Project, as well as the telephone number of the local ambulance service, adjacent to all telephones at the Project site.
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3.8.3 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Contract or the Work, including· all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Work. If Contractor observes that the drawings or specifications are at variance with any law, rule or regulation, it shall promptly notify the City in writing. Any necessary changes shall be made by written change order. If Contractor performs any worl< knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. City is a public entity of the State of California subject to certain provisions of the Health & Safety Code, Government Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a municipality are a part of this Contract to the same extent as though set forth herein and will be complied with. Contractor shall defend, indemnify and hold City, its officials, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Contract, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.8.4 Permits and Licenses. Contractor shall be responsible for securing City permits and licen·ses necessary to perform the Work described herein, including, but not limited to, any required business license. While Contractor will not be charged a fee for any City permits, Contractor shall pay the City's business license fee, if any. Any ineligible contractor or subcontractor pursuant to Labor Code Sections 1777 .1 and 1777. 7 may not perform worl< on this Project.

3.8.5 Trenching Work. If the Total Contract Price exceeds $25,000 and if the Work governed by this Contract entails excavation of any trench or trenches five (5) feet or more in depth, Contractor shall comply with all applicable provisions of the California Labor Code, including Section 6705. To this end, Contractor shall submit for City's review and approval a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. If such plan varies from the shoring system standards, the plan shall be prepared by a registered civil or structural engineer.

3.8.6 Hazardous Materials and Differing Conditions. As required by California Public Contract Code Section 7104, if this Contract involves digging trenches or other excavations that extend deeper than four (4) feet below the surface, Contractor shall promptly, and prior to disturbance of any conditions, notify City of: ( 1) any material discovered in excavation that Contractor believes to be a hazardous waste that is required to be removed to a Class I, Class II or Class Ill disposal site; {2) subsurface or latent physical conditions at the site differing from those indicated by City; and {3) unknown physical conditions of an unusual nature at the site, significantly different from those ordinarily encountered in such contract work. Upon notification, City shall promptly Investigate the conditions to determine whether a change order is appropriate.

In the event of a dispute, Contractor shall not be excused from any scheduled completion date and shall proceed with all Work to be performed under the Contract, but shall retain all rights provided by the Contract or by law for making protests and resolving the dispute.

3.8.7 Underground Utility Facilities. To the extent required by Section 4215 of the California Government Code, City shall compensate Contractor for the costs of: { 1} locating and repairing damage to underground utility facilities not caused by the failure of Contractor to exercise reasonable care; (2) removing or relocating underground utility facilities not indicated in the construction drawings; and (3) equipment necessarily idled during such work. Contractor shall not be assessed liquidated damages for delay caused by failure of City to provide for removal or 9 16
relocation of such utility faci lities.

3.8.8 Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARB). Although CARB limits and requirements are more broad, Contractor shall specifically be aware of their application to "portable equipment", which definition is considered by CARB to include any item of equipment with a fuel-powered engine. Contractor shall indemnify City against any fines or penalties imposed by CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement.

3.8.9 State Recycling Mandates. Contractor shall comply with State Recycling Mandates. Any recyclable materials/debris collected by the contractor that can be feasibly diverted via reuse or recycling must be hauled by the appropriate handler for reuse or recycling.

3.9 Completion of Work. When Contractor determines that it has completed the Work required herein, Contractor shall so notify City in writing and shall furnish all labor and material releases required by this Contract. City shall thereupon inspect the Work. If the Work is not acceptable to the City, the City shall indicate to Contractor in writing the specific portions or items of Work which are unsatisfactory or incomplete. Once Contractor determines that it has completed the incomplete or unsatisfactory Work, Contractor may request a reinspection by the City. Once the Work is acceptable to City, City shall pay to Contractor the Total Contract Price remaining to be paid, less any amount which City may be authorized or directed by law to retain.

Payment of retention proceeds due to Contractor shall be made in accordance with Section 7107 of the California Public Contract Code.

3.10 Claims: Government Code Claim Compliance.

3.10.1 Intent. Effective January 1, 1991, Section 20104 et seq., of the California Public Contract Code prescribes a process utilizing informal conferences, non-binding judicial supervised mediation, and judicial arbitration to resolve disputes on construction claims of $375,000 or less. Effective January 1, 2017, Section 9204 of the Public Contract Code prescribes a process for negotiation and mediation to resolve disputes on construction claims. The intent of this Section is to implement Sections 20104 et seq. and Section 9204 of the California Public Contract Code. This Section shall be construed to be consistent with said statutes.

3.10.2 Claims. For purposes of this Section, "Claim» means a separate demand by the Contractor, after a change order duly requested in accordance with the terms of this Contract has been denied by the City, for (A) a time extension, (B) payment of money or damages arising from Work done by or on behalf of the Contractor pursuant to the Contract, or (C) an amount the payment of which is disputed by the City. A "Claim" does not include any demand for payment for which the Contractor has failed to provide notice, request a change order, or otherwise failed to follow any procedures contained in the Contract Documents. Claims governed by this Section may not be filed unless and until the Contractor completes all proeedures for giving notice of delay or change and for the requesting of a time extension or change order, including but not necessarily limited to the change order procedures contained herein, and Contractor's request for a change has been denied in whole or in part. Claims governed by this Section must be filed no later than fourteen (14) days after a request for change has been denied in whole or in part or after any other event giving rise to the Claim. The Claim shall be submitted in writing to . the City and shall include on its first page the following in 16 point capital font: "THIS IS A CLAIM." Furthermore, the claim shall include the documents necessary to substantiate the claim. Nothing 10 17
in th is Section is intended to extend the time limit or supersede notice requirements otherwise provided by contract for the filing of claims, including all requirements pertaining to compensation or payment for extra Work, disputed Work, and/or changed conditions. Failure to follow such contractual requirements shall bar any claims or subsequent lawsuits for compensation or payment thereon.

3.10.3 Supportinq Documentation. The Contractor shall submit all claims in the following format:

3.10.3.1 Summary of claim merit and price, reference Contract Document provisions pursuant to which the claim is made

3.10.3.2 3.10.3.3

3.10.3.4 3.10.3.5

3.10.3.6 List of documents relating to claim:
(A) Specifications
(B) Drawings
(C) Clarifications (Requests for Information)
(D) Schedules
(E) Other
I
Chronology of events and correspondence
Analysis of claim merit
Analysis of claim cost
Time impact analysis in CPM format

3.10.3. 7 If Contractor's claim is based in whole or in part on an allegation of errors or omissions in the Drawings or Specifications for the Project, Contractor shall provide a summary of the percentage of the claim subject to design errors or omissions and shall obtain a certificate of merit in support of the claim of design errors and omissions.

3.10.3.8 Cover letter and certification of validity of the claim, including any claims from subcontractors of any tier, in accordance with Government Code section 12650 et seq.

3.10.4 City's Response. Upon receipt of a claim pursuant to this Section, City shall conduct a reasonable review of the claim and, within a period not to exceed 45 days, shall provide the Contractor a written statement identifying what portion of the claim is disputed and what portion is undisputed. Any payment due on an undisputed portion of the claim will be processed and made within 60 days after the public entity issues its written statement.

3.10.4.1 If City needs approval from its governing body to provide the Contractor a written statement identifying the disputed portion and the undisputed portion of the claim, and the governing body does not meet within the 45 days or within the mutually agreed to 11 18
extension of time following receipt of a claim sent by registered mail or certified mail, return receipt requested, City shall have up to three days following the next duly publicly noticed meeting of the governing body after the 45-day period, or extension, expires to provide the Contractor a written statement identifying the disputed portion and the undisputed portion.

3.10.4.2 Within 30 days of receipt of a claim, City may request in writing additional documentation supporting the claim or relating to defenses or claims City may have against the Contractor. If additional information is thereafter required, it shall be requested and provided pursuant to this subdivision, upon mutual agreement of City and the Contractor.

3.10.4.3 City's written response to the claim, as further documented, shall be submitted to the Contractor within 30 days (if the claim is less than $50,000, within 15 days) after receipt of the further documentation, or within a period of time no greater than that taken by the Contractor in producing the additional information or requested documentation, whichever is greater.

3.10.5 Meet and Confer. If the Contractor disputes City's written response, or City fails to respond within the time prescribed, the Contractor may so notify City, in writing, either within 15 days of receipt of City's response or within 15 days of City's failure to respond within the time prescribed, respectively, and demand an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand, City shall schedule a meet and confer conference within 30 days for settlement of the dispute.

3.10.6 Mediation. Within 10 business days following the conclusion of the. meet and confer conference, if the claim or any portion of the claim remains in dispute, City shall provide the Contractor a written statement identifying the portion of the claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the claim shall be processed and made within 60 days after City issues its written statement. Any disputed portion of the claim, as identified by the Contractor in writing, shall be submitted to nonbinding mediation, with City and the Contractor sharing the associated costs equally. City and Contractor shall mutually agree to a mediator within 10 business days after the disputed portion of the claim has been identified in writing, unless the parties agree to select a mediator at a later time.

3.10.6.1 If the Parties cannot agree upon a mediator, each Party shall select a mediator and those mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the claim. Each Party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator.

3.10.6.2 For purposes of this section, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the Parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this section.

3.10.6.3 Unless otherwise agreed to by City and the Contractor in writing, the mediation conducted pursuant to this section shall excuse any further obligation under Section 20104.4 to mediate after litigation has been commenced.

3.10.6.4 The mediation shall be held no earlier than the date the Contractor completes the Work or the date that the Contractor last performs Work, whichever is earlier. All unresolved claims shall be considered jointly In a single mediation, unless a new unrelated claim arises after mediation is completed.
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3.10. 7 Procedures After Mediation. If following the mediation, the claim or any portion remains in dispute, the Contractor must fi le a claim pursuant to Chapter 1 (commencing with Section 900) and Chapter 2 ( commencing with Section 910) of Part 3 of Division 3.6 of Title 1 of the Government Code. For purposes of those provisions, the running of the period of time within which a claim must be filed shall be tolled from the time the Contractor submits his or her written claim pursuant to subdivision (a) until the time the claim is denied, including any period of time utilized by the meet and confer conference or mediation.

3.10.8 Civil Actions. The following procedures are established for all civil actions filed to resolve claims subject to this Section:

3.10.8.1 Within 60 days, but no earlier than 30 days, following the fil ing or respons ive pleadings, the court shall submit the matter to non-binding mediation unless waived by mutual stipulation of both parties or unless mediation was held prior to commencement of the action in accordance with Public Contract Code section 9204 and the terms of these procedures .. The mediation process shall provide for the selection within 15 days by both parties of a disinterested third person as mediator, shall be commenced within 30 days of the submittal, and shall be concluded within 15 days from the commencement of the mediation unless a time requirement is extended upon a good cause showing to the court.

3.1 0.8.2 If the matter remains in dispute, the case shall be submitted to judicial arbitration pursuant to Chapter 2.5 ( commencing with Section 1141 .10) of Title 3 of Part 3 of the Code of Civil Procedure, notwithstanding Section 111 4. 11 of that code. The Civil Discovery Act of 1986 (Article 3 (commencing with Section 2016) of Chapter 3 of Title 3 of Part 4 of the Code of Civil Procedure) shall apply to any proceeding brought under this subdivision consistent with the rules pertaining to judicial arbitration.

3.1 0.8.3 In addition to Chapter 2.5 (commencing with Section 1141 .10) of Title 3 of Part 3 of the Code of Civil Procedure, (A) arbitrators shall, when possible, be experienced in construction law, and (B) any party appealing an arbitration award who does not obtain a more favorable judgment shall, in addition to payment of costs and fees under that chapter, also pay the attorney's fees on appeal of the other party.

3.10.9 Government Code Claims. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the City. A Government Code claim must be filed no earlier than the date the work Is completed or the date the Contractor last performs work on the Project, whichever occurs first. A Government Code claim shall be inclusive of all unresolved claims unless a new unrelated claim arises after the Government Code claim is submitted.

3.10.10 Non-Waiver. City's failure to respond to a claim from the Contractor within the time periods described in this Section or to otherwise meet the time requirements of this Section shall result in the claim being deemed rejected in its entirety. City's failure to respond shall not waive City's rights to any subsequent procedures for the resolution of disputed claims. 13 20

3.11 Loss and Damage. Except as may otherwise be limited by law and subject to the provisions set forth in 3.12.3 herein, Contractor shall be responsible for all loss and damage which may arise out of the nature of the Work agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Work until the same is fully completed and accepted by City. In the event of damage proximately caused by an Act of God, as defined by Section 7'105 of the Public Contract Code, the City may terminate this Contract pursuant to Section 3.1 7.3.

3. -12 Indemnification.

3.12.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend (with counsel reasonably approved by City), indemnify and hold the City, its officials, employees, agents and authorized volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, "Claims") in any manner arising out of, pertaining to, or incident to any negligence or willful misconduct of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor's services under this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys' fees and other related costs and expenses. Notwithstanding the foregoing, to the extent required by Civil Code section 2782, Contractor's indemnity obligation shall not apply to liability for damages for death or bodily injury to persons, injury to property, or any other loss, damage or expense arising from the sole or active negligence or willful misconduct of the City or the City's agents, servants, or Independent contractors who are directly responsible to the City, or for defects in design furnished by those persons.

3.12.2 Additional Indemnity Obligations. In addition, Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its officials, employees, agents and authorized volunteers as part of any such claim, suit, action or other proceeding arising from Contractor's indemnity provisions set forth in section 3.12.1 herein.

Contractor shall also reimburse City for the cost of any settlement paid by City or its officials, employees, agents and authorized volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for City's attorney's fees and costs, including expert witness fees. Contractor shall reimburse City and its officials, employees, agents and authorized volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials, employees, agents and authorized volunteers.

3.12.3 City Indemnity Obligations. To the fullest extent permitted by law, City shall defend (with counsel reasonably approved by Contractor), indemnify and hold the Contractor, its officials, employees, agents and authorized volunteers ( collectively "Contractor lndemnitees") free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, ( collectively, "Claims") in any manner arising out of, pertaining to, or incident to the landslide which gave rise to the Work of Contractor under this Agreement and the services provided by Contractor herein, any alleged acts, errors or omissions, or willful misconduct of City, its officials, officers, employees, subcontractors, consultants or agents related thereto, including such claims of the property owner, adjacent property owners and/or the Claims related to the railroad and its related 14 21
or affiliated entities, including without limitation the payment of all consequential damages, expert witness fees and attorneys' fees and other related costs and expenses, except to the extent caused by the negligence or willful misconduct of Contractor lndemnitees. Notwithstanding the foregoing, to the extent required by Civil Code section 2782, City's indemnity obligation shall not apply to liability for damages for death or bodily injury to persons, injury to property, or any other loss, damage or expense arising from the sole or active negligence or willful misconduct of the Contractor or the Contractor's agents, servants, or independent contractors who are directly responsible to the Contractor, or for defects in design furnished by those persons.

3.12.4 Both acknowledge and agree that to the fullest extent permitted by law, their respective duty to defend is broader than the duty to indemnify under the above provision. Depending on the claim, the defense obligation may include an obligation to provide independent defense counsel in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons or entities other than the indemnifying party are responsible for the claim does not relieve the indemnifying party from its separate and distinct obligation to defend even if the indemnifying party or any third parties assert that liability is caused in part by the negligence or willful misconduct of the indemnified parties. If it is finally adjudicated that liability was caused by the negligence or willful misconduct of the indemnified party, the indemnifying party may submit a claim to the indemnified party for reimbursement of reasonable attorneys' fees and defense costs in proportion to the parties_' comparative liability.

3.13 Insurance. Contractor agrees to procure and maintain, at Contractor's expense all insurance specified in Exhibit "H" attached hereto and by this reference incorporated herein.

Contractor shall require all subcontractors to carry the same policies and limits of insurance that the Contractor is required to maintain, unless otherwise approved in writing by the City.

3.14 Bond Requirements . .

3. 14.1 Payment Bond. If required by law or otherwise specifically requested by City in Exhibit "C" attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Contract a Payment Bond in an amount required by the City and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the City.

3.14.1 Payment Bond. If required by law or otherwise specifically requested by City in Exhibit "C" attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Contract a Payment Bond in an amount required by the City and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the City.

3.14.2 Performance Bond. If specifically requested by City in Exhibit "C" attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Contract a Performance Bond in an amount required by the City and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the City.

3.14.3 Bond Provisions. Should, in City's sole opinion, any bond become insufficient or any sorely be found to be unsatisfactory, Contractor shall renew or replace the effected bond within (ten) 1 O days of receiving notice from City. In the event the surety or 15 22
Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten (1 O) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Contract until any replacement bonds required by this Section are accepted by the City. To the extent, if any, that the Total Contract Price is increased in accordance with the Contract, Contractor shall, upon request of the City, cause the amount of the bond to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City. If Contractor fails to furnish any required bond, the City may term inate the Contract for cause.

3.14.4 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in California Code of Civil Procedure Section 995.120, shall be accepted. If a California-adm itted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City.

3.15 Warranty. Contractor warrants all Work under the Contract (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the Work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for the period of time specified elsewhere in the Contract or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Work, whichever is later) after the date offinal acceptance, Contractor shall within ten (10) days after being notified In writing by the City of any defect in the Work or non-conformance of the Work to the Contract, commence and prosecute with due diligence all Work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by· the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the Work damaged by its defective Work or which becomes damaged in the course of repairing or replacing defective Work. For any Work so corrected, Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Contract. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Work, whether express or i111plied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor falls to perform its obligations under this Section, or under any other warranty or guaranty under this Contract, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming Work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense. Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand.

3.16 Employee/Labor Certifications.

3.16.1 Contractor's Labor Certification. By its signature hereunder, Contractor certifies that he is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Work. A certification form for this purpose, which is attached to this Contract as Exhibit "D" and incorporated herein 16 23
by reference, shall be executed simultaneously with this Contract.

3.16.2 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

3.16.3 Verification of Employment Eligibility. By executing this Contract, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subcontractors and sub-subcontractors to comply with the same.

3.17 General Provisions.

3.17.1 City's Representative. The City hereby designates the General Manager, or his or her designee, to act as its representative for the performance of this Contract ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee.

3.17.2 Contractor's Representative. Before starting the Work, Contractor shall submit in writing the name, qualifications and experience of its proposed representative who shall be subject to the review and approval of the City ('"Contractor's Representative").

Following approval by the City, Contractor's Representative shall have full authority to represent and act on behalf of Contractor for all purposes under this Contract. Contractor's Representative shall supervise and direct the Work, using his best skill and attention, and shall be responsible for all construction means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Contract. Contractor's Representative shall devote full lime to the Project and either he or his designee, who shall be acceptable to the City, shall be present at the Work site at all times that any Work is in progress and at any time that any employee or subcontractor of Contractor is present at the Work site. Arrangements for responsible supervision, acceptable to the City, shall be made for emergency Work which may be required. Should Contractor desire to change its Contractor's Representative, Contractor shall provide the information specified above and obtain the City's written approval.

3.17.3 Termination. This Contract may be terminated by City at any time, either with our without cause, by giving Contractor three (3) days advance written notice. In the event of termination by City for any reason othe,r than the fault of Contractor, City shall pay Contractor for all Work performed up to that time as provided herein. In the event of breach of the Contract by Contractor, City may upon two (2) business days written notice from City and failure of Contractor to commence and continue correction of such breach with diligence and promptness, terminate the Contract, may reduce payment to Contractor in the amount necessary to offset City's resulting damages, and may pursue any other available recourse again.st Contractor. Contractor may not terminate this Contract except for cause. In the event this Contract is terminated in whole or in part as provided, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. Further, if this Contract is terminated as provided, City may require Contractor to provide all finished or unfinished documents, data, diagrams, drawings, materials or other matter prepared or built by Contractor in connection with its 17 24
performance of this Contract.
3:17.4 Contract Interpretation. Should any question arise regarding the. meaning or import of any of the provisions of this Contract or written or oral instructions from City, the matter shall be referred to City's Representative, whose decision shall be binding upon Contractor.

3."17.5 Anti-Trust Claims. This provision shall be operative if this Contract is applicable to California Public Contract Code Section 7·103.5. In entering into this Contract to supply goods, services or materials, Contractor hereby offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (1 5 U.S.C. Section 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code) arising from purchases of goods, services, or materials pursuant to the Contract. This assignment shall be made and become effective at the time the City tender final payment to Contractor, without further acl<nowledgment by the Parties.

3.17 .6 Notices. All notices hereunder and communications regarding interpretation of the terms of the Contract or changes thereto shall be provided by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid and addressed as follows:

CONTRACTOR:

CITY:

Alliance Diversified Enterprises, Inc.
665 Opper Street
Escondido, CA 92029
Attn: Rian Grenke, Vice President of Operations
City of San Clemente
91 O Calle Negocio
San Clemente, CA 92673
Attn: Kiel Koger, Public Works Director/City Engineer
Any notice so given shall be considered received by the other Party three (3) days after deposit in the U.S. Mail as stated above and addressed to the Party at the above address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. ·

3.17. 7 Time of Essence. Time is of the essence to all Parties to this Agreement in the performance of this Contract.

3.17 .8 Assignment Forbidden. Contractor shall not, either voluntarily or by action of law, assign or transfer this Contract or any obligation, right, title or interest assumed by Contractor herein without the prior written consent of City. If Contractor attempts an assignment or transfer of this Contract or any obligation, right, title or interest herein, City may, at its option, terminate and revoke the Contract and shall thereupon be relieved from any and all obligations to Contractor or its assignee or transferee.

3.17.9 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 18 25

3.17.10 Laws, Venue, and Attorneys' Fees. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of Orange, State of California.

3.17.1 'I Counterparts. This Contract may be executed in counterparts, each of which shall constitute an original.

3.17.12 Successors. The Parties do for themselves, their heirs, executors, administrators, successors, and assigns agree to the full pe1iormance of all of the provisions contained in this Contract.

3.17.13 (Reserved)

3.17.14 Solicitation. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Contract. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or mal<ing of this Contract. For breach or violation of this warranty, City shall have the right to terminate this Contract without liability.

3.17.15 Conflict of Interest. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Contract, no official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Contract, or obtain any present or anticipated material benefit arising therefrom. In addition, Contractor agrees to file, or to cause its employees or subcontractors to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Work.

3.1 7.16 Certification of License.

3.17.16.1 Contractor certifies that as of the date of execution of this Contract, Contractor has a current contractor's license of the classification indicated below under Contractor's signature.

3.17 .16.2 Contractors are required by law to be licensed and regulated by the Contractors' State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four (4) years of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to structural defects must be filed within ten (10) years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors' State License Board, P.O.

Box 26000, Sacramento, California 95826.

3.17.17 Authority to Enter Contract. Each Party warrants that the individuals 19 26
who have signed this Contract have the legal power, right and authority to mal<e this Contract and bind each respective Party.
3:17: 18 Entire Contract: Modification. This Contract contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Contract may only be modified by a writing signed by both Parties.

3. ·17.19 Non-Waiver. None of the provisions of this Agreement shall be considered waived by efther party, unless such waiver is specifically specified in writing.

3.17.20 City's Right to Employ Other Contractors. City reserves right to employ other contractors in connection with this Project or other projects.

3.17.21 Federal Provisions. When funding for the Services is provided, in whole or in part, by an agency of the federal government, Contractor shall also fully and adequately comply with the provisions included in Exhibit "G" (Federal Requirements) attached hereto and incorporated herein by reference ("Federal Requirements"). With respect to any conflict between such Federal Requirements and the terms of this Agreement and/or the provisions of state law, the more stringent requirement shall control. [SIGNATURES ON NEXT PAGE]
20 27
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the respective dates set forth opposite of their signatures.

CITY CI:ERK of the City o
San Clemente, California
0 AVAILABILITY
2 1
Andy Hall,
Dated: B/ 8 , 2023 -----;--,-"----
A~~\ce Diversified Enterprises, Inc
C~~\00) tM 1 U
By: Joan Grenke
Its: Chief Executive Officer/Secretary
Dated: 3: .. ~ , 2023
Alliance
~
Diversified Enterprises, Inc.

By: Evan Grenke
Its: Chief Financial Officer
Dated: ~ - '-/ , 2023
28 EXHIBIT "A"

SERVICES / SCHEDULE
In accordance with the attached Slope Repair Budgetary Proposal for Casa Romantica Landslide Repair (4 pages) dated July 11, 2023 from Alliance Diversified Enterprises, Inc. (with Contractor acting as the "Prime Contractor" under the attached standard conditions), and as directed by the Director of Public Works and LGC Geotechnical, Inc.
22 29
Date:

To:

Attn :

Project:

Gentlemen:

SLOPE REPAIR BUDGETARY PROPOSAL
Ju ly 11, 2023
City of Sa n Clemente
Kiel Koger, Publi c Works Directo r City Engineer
Casa Roma ntica Landslid e Repair
Alliance Diversified Enterprises, Inc. appreciates the opportunity to provide this Proposa l for construction of th e above referenced project. ADEi Is a full service contra ctor speciali zing in the design and installation of foundation, shoring and underpinning systems.

We have reviewed the following information as a basis for our pricing:
t Per cross sections & sketch provided by LGC
,. Soils Report to be finali zed by LGC
Specifications to be designed by ADEi
SCOPE OF WORI<:
,, Design to be provided by ADEi
;; Provide required submlttals
;, One mobilization included
i; Slope Repair for approximately 25,500 sqft (per attached sketch) , 4 rows of tiebacks and grade beams
i; Geogrid reinforced slope
/; All material to be stockpiled on site or at location provided by others {Old City Hall) ,, No civil plans have been provided, Elevations and areas to be verified

SCHEDULE OF PRICES
The work will be done by force account (time and materials) with time and materials rates based upon the Caltrans force account costs. Total compensation including contingency, shall not exceed:

Item I Description I Unit I Quantity I Unit Price Extended Price l Jscope I LS I 1 I s 7,760,800.00 $ 7,760,800.00
Total $ 7,760,800.00
. ' • ; I' ., • •• , , , .· •• . -, . . . . .
30 Exclusions
Geotechnlcal Tes ting
" Su rvey Contro l and layout
Water pollution control plan (SWPPP)
Traffic Control
Disposa l of spoils offsite
F Monitoring, test ing and/ or inspection
i: Temp. power & water; surveying, utility work, dewatering Permits, fees; third party Inspections, costs & fees
,., Waterproofing
,, 5% rete ntion maximum
i• Rock pockets
1: OCIP deduct
Load ce lls
Hydroseeding
,: Irrigation
Prices Based on our standard terms and conditions 2 pages attached.

Prices contingent on material pricing all Increases will be passed to the customer If fuel goes 10% above average fuel cost at the time of this proposal there will be a surcharge Gt:r, Op pt!r St. t:!\Condido, c:A. !,17.() 2~
7UO."i,!,\. l!i0/i P il\O .n:H) .\! f"i i t
CSLB/i 9l9~J.8 ·1 DIR# 100001(M,n
31 Exhibit A · Co111i1111 c<l ALLIA NCE DIVERSIFIED ENTI,;R1'111SES INC

STANDARD COND ITIO NS SHORING AND UNDERPINNING
This proposnl is bnscd upon lhc fo llowing conditions, exclusions nnd requirements I. II shall be the responsibility of lhc Prime Conlmclor lo coordinnle lhc work of nil olher conlraclors, subconlraclors, nnd malerinl suppliers so ns nol 10 hinder, interfere with or delay ALLIANCE DIVERSIFIED ENTERPRISES fNC work.

2. IL shnll be the resJJonsibilily of the Prime Cont rnclor 10 provide safe access for nil personnel, cq11ipme111 , mnlerinl nnd concrete trucks moving under their own power lo nnd from ench ALLIANCE DIVERS IFIED
ENTERPRISES INC work locnlion. Access includes lndders and slnirwnys, as well ns furn ishing, placing and maintai ning dry, level, fim1 benches, ramps, mals, gravel, clc., or olhcr surfa ce mnlerinls throughout lhe project, J. II slrnll be 1hc resJJonsib iliry of the Prime Comrnclor lo provide hoisting of mnlerinls nnd equip111 enl, if required, due lo lack of ndeq unle access. ,1, II shall be lhe responsibility of lhe Prime Conlrnclor lo provide all required field engineerin g, survey in g •nd ln)'Otrl, includi11g clenrly 1t1nrkcd center lines, grade, offset slakes, and elcvnlions al eac h hole locnlion and mai11tennnce of same.

5. II shnll be lhe responsibility of lire Prime Conlrnclor lo provide all required soil, concrete nn<l mnterinls lesting, inspeclion and/or system moniloring, perm its, surveys, casemenls, permiss ion Lo encroach, report s, ns-lrnill drowings, nil required notices, licenses nnd bonds,

6. II shall be lhe responsibility of the Prime Conlrnclor lo provide suilnble onsile orcas for ALLIANCE DIVERSJr-lED ENTERPRISES INC omce, slornge ofmalerinls and equipment and fabrication ofmnlerinls.

7. II shnll be lhe responsibility of lhe Prime Conlroclor lo provide lhc protection, location, relocation, rcmovnl, rerouting and/or repair ol' all pavement, sidewalks, and utilities, underground or overhcnd, overhead wires, ducts, pipelines, conduits, nnd olher ohslruclions, etc., in lh~ project nrea nnd on adjncenl property, so ns lo prevent any interference with nny phase of ALLIANCE DIVERSIFIED ENTERPRISES INC work.

8. II shall be lhe responsibility of lhe Prime Conlrnclor lo provide continuous removal and disposal of •II spoils ond wnsle mnleria ls, debris, excess concrete and dunnage, so ns 1101 lo interfere wilh or deluy the progress of ALLIANCE DIVERSIFIED ENTERPRISES INC work.
9, ALLIANCE DIVERSIFIED ENTERPRISES INC shall nol provide services with regard lo the removal or disposal of' hazardous substnnces or contaminated mntoriols. Owner nnd/or Prime Conlrnclor shnll have sole responsibility for invcslignting the existence and location of ha,.1rdous substances or contaminated malcriols al the project site and furnishing ull tests, inspections, warnings, notices, or posting required by law.

The encountering of any hnznrdous substances or contaminated rnaleririls sholl be n di!Tering si le condition. If n hazardous substance or conlarninnled mnlerial is discovered, ALLIANCE DIVERSIFIED ENTERPRISES INC shall slop lhe work affected, notify lhe Owner nnd/or Prime Conlrnclor, and have no oblignlion lo perform invcsligntion or remedial work. The Owner and/or Prime Conlroclor shall promptly inveslignlc lhe condition and make all required dclerminalions. If ALLIANCE DtVERSIFIED ENTERPRISES INC agrees Jo proceed, the Owner and/or Prime Con1roc1or shall provide insurance with rnulunlly agreed upon policy limits and give written direction lo ALLIANCE DIVERSIFIED ENTERPRISES INC relnling lo completion of work under the Contract. ALLIANCE DIVERSIFIED ENTERPRISES fNC shall be enliiled lo a lime extension for lhe delay and compensation for all costs incurred, including bul nol limited lo lhe udditional costs of perfonning conlracl work, extra work, delays, suspension of work, safely measures, etc.

Owner agrees lo indemnify, hold harmless, nnd defend ALLIANCE DIVERSIFIED ENTERPRISES fNC and its owners, officers, employees, ng~nls, subcontractors of any lier, suppliers, vendors, consuhnnls nnd represenlalives from ond against any liubility, claim, loss. penally, clarnnge, expense (including legal nnd expert expenses) or legnl or odrninislrnlive proceeding brought by any other party including any governmcnlal or regulatory authority nrising oul of the exislcncc, encountering, handling, 1rnnsportalion, disposnl, relcosc, response, remediation, or removal of the hnznrdous substance or conlnminalcd material.

As used herein, hazardous substance or conlaminoled material shall bo inlcrpretccl broadly lo mean nny suhstnncc. mnlerial, or wnste ent.:ourllered during lhc course of pcrforrrrnncc defined or dcsignu1ed ns hilZn rdnus, toxic, or otherwise dangerous lo humnn health, property, or lhc environrnenl by ilny govcmrnentnl or regulatory authority
I 0. II shnll be lhe responsibility of lhc Prime l'onlrnc1or 1n provide si!C clcwn1cring prior lo lhe slnrl of work so ns lo prevent hydrostatic hend and/or nol delay the progress or ALL IANCE DIVERSIFIED ENTERPRISES INC. work. When ALLl;\ NCE [)J VERS IFlr-.D ENTERPRISES INC is pu111ping water 1111d /or dri llin g nuids from any excavation , it shall be 1he responsihility of lhc h ral,;r Prime Conlrnctor 10 provide a sum p within 100 lcel of encl, locnlion. Should lnnks or desilling basins he required, lhey ore lo be furnished nnd clcnned, nnd lhc rnntcrinl conlnined therein removed by <ll hers nl no cosl 10 ALL IANCC DIVUlSIFIED ENTERl'IUSL:S INl'

11. It shall be the responsibility or the Owner and/or Prime Conlrnclo r lo provide trnflic co ntrol and protection incl11d ing nil lnhor /nilgpersons. nashers. elc I and equipment , s1rce1 cleaning, hurricndes, fences, or handrails, n1clud11rg rclocalion ns m1uircd.

12. IL shall be lhe responsibility of lhe Prime Contrnclor 10 provide all wnler, lighting, lclephone service, snnilnry fncililics nnd cleclricnl power, in such quanlily nnd qunlily ns required by ALLIANCE DIVERSIFIED ENTER l'RISES INC wi thin 200 re el of each work locatro11 .

I J. Unless specified otherwise, only convenlionill nugcr lools will be supplied Work items such as rock dril ling, coring, dcwnlering, hand min ing, hnnd cleaning, cosing of shnl1s, and shoring of bells. as well ns the 1cpnir of drill rigs, drill tools, nnd cnsing (dnmngcd ns n result of rock drilling or coring) will be exlrn work.
1,1. Unless otherwise specified, lhc removal of obslruclinns 1h111 1n1erfere with ALLIANCE DIVERSlrIED ENTERPRISES INC: work shilll l:c c,1ra 11ork Obs1ruc1lons nre defined ns nny material which cnnnol be drilled 111 n rn1e of I fool In one minute with II conventionnl ea rth 11uger and/or under-reaming IOOI.

The use of specia l rock nugers, core barrels, nir tools, blasting, hand cxcnvntion nnd/or other 111e1hods of excnvnlion. if necessary. will he extra work,

15. Slrucluml concrcle 10 be pl aced per ACI 336.1: nonslruclurnl will be plnced by the free-foll method. Unless otherwise specified. placemen I or concrete by pump is excluded.

16. In order to eliminnle unsnfe conditions, nil shnns which nre 1101 complc1dy filled wilh concrete nre Jo he covered by other.,. Also. ALLIANC:F.

DIVERSIFIED ENTERPRISES INC shall nol be responsible for any portion of n shan lcn open or not hucklillcd. lo include top of concrele cutoff below grade, in which case lhc furnishing nnd plncemenl of bnckflll mnleriol is required. All of lhe foregoing work is lo be done by others at no cost lo

ALLIANCE DIVERSIFIED ENTERPRISES INC
32 ALLIANCE 0IVEHS!fol Im GNTERPRISES INC STAND,\ RD COND ITI ONS SI-IOHING AND UNOt,;Rl'INN ING

17. Coordinnlion of mnss cxcavulion shall he lhe responsibility of lhc Prime Conlrnclor, so as lo prevent unsafe over- excava tion.

18. ALLIANCE DI VERSIFIED ENTERPRISES INC assumes no responsi bility for stnb illly or 11minlennnce of excnval ion or for excessive cuncrelc ovcrb rcnk . ALLIANCE DIVERSW IED ENTERPRISES INC is 11 01 rcsp,insibl c for lhc hnckftl ling oi' over- excnvnlion caused by olhc1s.

19. Mass excavation nnd trimming of omtcrinl 10 lhc fnc c of soldier pi les or to lhc foc c or logging, whichever is further, will be done by others sons 1,01 10 interfere with or dclny ALLIA NCE DIVERS IFIED ENTER PRISES INC work.

20. Excavalion for lagging and lagging inslullntion shal l 1101 exceed 5 fool verticnl lins. Soil conditions may dictate 1hnt lins be less 1hnn S feet. 2 1. When existi ng foundations urc to be underpinned, sequen tial excavat ion lo the bollom of ex isting foundations is to be done by others nl no cost 10

ALLIANCE DIVERSIFIED ENTERPRISES INC

22. Horizontal lolernnccs for cxcavalion support systems shn ll be wilhin I¾ of the ve rt ical heigh t or as speciried under special conditions, whichever is grentcr.

23. Un less pcnnnnenl licbncks ore required, shoring, tiebacks and nni ls arc tempora ry. Pcrmonenl slruclurcs must be co11s1ruc1cd fo r ru1ure s1abili1y and lateral support.

24. Unless negligent, ALLIA NCE DIVERSIFIED ENTERPRISES INC nssumes no res ponslbilily or liubility for cracking or selllemcnl of nny cxi.sling strcels, sidewalks, curbs, gulters, 111l lilics, pavement, buildings or other lmprovemenls or nny other damages which may occur during performance of the work or which may be cnused by vibration or machinery or equipment.

25. The 1cmoval ofony materials once installed is excluded, unless such work is covered by bid item.

26. All work by ALLIANCE DIVERSWIED ENTERPRISES INC will be done on n stmighl-limc basis; directed overtime work will be performed only If costs nre paid by others.

27. This proposal price is based on perfonning our work in one co nt inuous, unin1cm1pled operntion with only one move on and arr the site. Each ndditionnl rnobilizn1ion will be charged nt I 0% of ihe lotnl project cost.

28. Should conditions be encountered in the performnnce of ALLIA NCE DIVERSIFIED ENTERPRISES INC work wh ich differ from those (A) indicoled by the Contrnct documents or soils dnla furnished to ALLIANCE DIVERSIFIED ENTBRPRJSES INC which nre nol part of the Contract documents, or (B) ordinarily encountered and generally recognized as inherent in work of lhe character provided in the Conlrocl, nn equitable adjustment and time extension will be made to cover the resulling cost.

29. No charges of any kind lo ALLIANCE DIVERSIFIED ENTERPRISES INC will be accepted unless agreed to and signed for by an nulhorizcd representative of ALLIANCE DIVERSIFIED ENTERPRISES INC on 11 doily basis.

30. Unless specifically staled in writing herein, this quotation does 1101 include any local, stole, fcdcrnl or other governmental ngency taxes, including sales tnx .

31. ALLIANCE DIVERSIFIED ENTERPRISES rNC shall Indemnify and Owner with respect to ony clnim which nrises directly rrom the negligence, if any, of ALLIANCE DIVERSIFIED ENTERPRISES INC in performnncc of its work hereunder, but the exlcnl or such Indemnity shall be only In proportion lo ALLIANCE! DIVERSIPIED ENTERPRISES INC share of ihe total fault causing the loss or damage on which such cluim is bnsed.

ALLIANCE DIVERSIFIED ENTERPRISES INC shall hove no other responsibility to defend, indemnify or provide insurance for Prime Contrnctor (if any), Owner or others wilh respecl to clnims arising from or related 10 ALLIANCE! DIVERSIFIED ENTERPRISES INC work hereunder.

32. 33. ALLIANCE DIVERSIFIED ENTERPRISES INC shall ,nnlntain in place, during the performance of Its work hereunder, worke~s compensation coverage as required by lnw, nnd bodily injury nnd property damage liability Insurance (XCU exclusion deleied), with o cnmbincd single limit of Si million. "Addilio1111 I insured" coverage thereunder is limited 10 ALLIANCE IJIVERSIF IED ENTERPRISES INC proportionate share or the 101nl l'aull causinc the loss or dnnrngc on which such claim is b,1scd.

J•I No liquidnled Jamnges moy be assessed wi1hou1 ALLIANCF. DIVERSIFIED ENTERPRISES INC specifically ngreeing in writing. ALL IANCE DIVERS IFIED ENTERPRISES INC shall 1101 be responsible li>1 any eonsequcnl ial or inc1dentnl damages.

JS. Modili cntions 10 these ~ondilions or exclusions must be speci li cally descri bed nnd initialed by nn n11 1hmi1,ed represe111 a1ivc of ALLI ANCE

IJIVERSIFIED ENTERPR ISES INC
J6. Unless specified otherwise, extra wo,k nntl items of wo1k specifically excluded but perfonncd by ALLIANCE DIVERSIP IED ENTcRPRISES INC, or delays resulting rro111 inlcrfert!m::c or nonpcrformimc~ or ntht: rs. shnl I be invoiced nl cosl plus 20¾.

37. During th e WOik , progress pnymcnls nre to be m,lllc IJ1- 11,onlhly. These progress payments sholl include cosls for oil malcrinls purchased and/or fabri cated . hul not installed. lnleresl or lnte fees will be clmgcd on all past d11c ncco11111 s, ul the m11 xin111111 rnlc 11 lluw11ble by law. Ful l paymc11 1 for ALLIANCE DIVERS IF IED ENTER PRISES INC work is 10 he mnde wi1hin JO days nl\cr s111Js1an1iol completion of 0 111 work. There is 10 be no rc1c111io11 withheld l'rom 1h1s final pny111c111. If there are phases or ramp removals, lhey shall be !rented ns sernrnlc jobs wilh nn ngrccd-Jo vnluc withheld.

J8. Unless specified otherwise. th is bi<l quotation slmll no l r<milin 1n crtcc1 al\ei IO clnys of the bid date t1 nless ncccpled i11 wri1 i11u or hy Conlrncl

39. If shotcre1e is used, 1hc quan lily included is lhe theorelicnl quantity plus 1Q ___ ¾. Quan lilies placed above Ihm 111110111\1 wi ll be invoiced nt $ ill..QQ Icy ns veriried by delivery lickels. 33 EXHIBIT "B"
PLANS AND SPECtFICATtONS

IN ACCORDANCE WITH THE ATTACHED DRAFT GEOTECHNCIAL MAP AND DRAFT CROSS SECTION A-A' FROM LGC GEOTECHNICAL, INC. DATED JULY 2023 .
55452.01510\32977834.2
34 ·I· ;,•,
' ' I,...

I ' .

I
I
GC
Gco~cnnlc:011 Inc.

LGC Geotechnica/, Inc.
131 Calle Iglesia, Ste. 200
San Clemente, CA 92672
TEL l'")J,MU1 FAX("t),I Mf.11
Geotechnica/ Map
aro
Ols~cTrvE
Qt
Tc
LGC-BA-2
T.D. • ~ 99·
LEGEND
~rtlnclal rl.11 - Older, Clrdcd \'\/here Euned
Quaternary Lanasllde, Cirdea Where Buned
Ou:::nemory Terrn.e:e Deposits, Circied \Micrc Buned
Toni.1,y Capl!itrano Form;1110n - Clrcied VVhere Buned
Approic:1mote Loi::o.tJon or Sonngs by LGC Geotechmcal. With Tolci OcpL'1 in Feel
/ Appro,amate LoC?ticn of Geologic Contact Coned VVhere Burled. Queneti 'Mlere Uncertain
A' L--i Gco10CM1C4l Cro:;s.Secuon Alignment
Apprcxlm.110 Locbon of Propo?:cd Gradebcam:; For Ro'N ol TiobJeC ----
PROJECT NAME Cily of San Clomsnte - Casa Romant;co
PROJECT NO. 23076--01
ENG.IGEOL BTZ IKBC
SCALE
DATE Ju/>/ 2023
SHEET
1 of 2
35 ::J'
Cf)
c~
0 Q) :;:::: > ell 0
> .0
Cl) <(
w a5
Q)
!:!::..
80 -
Railroad
Tracks
4 o - -1--afoQ --
- 40
0 l
· al Inc. LGC Geotech1:1cs!e 200
131 Calle /gles,aCA 92672
San Clemente~"'"!,.,_.,., TEL (U9)J&Ul41 ~ 4/)
N61E ::----
t. n Orientation
Sec 10 ________ _
-?
Apprpximate
-Rerii~airu
Profil~
80 160
Hanz . ontal Distance (Feet)
Cross-Sec tI ·on A-A'
LGIC-Sl-1
-+O
-40
City of San Clemente - Casa RomanUca ~ r' J·
23016-01 ___ 1 SHEET BTZIKBC 2 f 2 1" = 20' O
July 2023
36 EXHIBIT "C"

SPECIAL CONDITIONS
ARTICLE 1. BONDS
As soon as possible and in any event within 24 hours of starting work, the Contractor shall deliver to the City four identical counterparts of the Performance Bond and Payment Bond on the forms supplied by the City and included as Exhibit "F" to the Contract. The surety supplying the bond must be an admitted surety insurer, as defined in Code of Civil Procedure Section 995. ·120, authorized to do business as such in the State of California and satisfactory to the City. The Performance Bond and the Payment Bond shall be for one hundred percent (100%) of the Total Contract Price.
- 24-
55452.015 I 0\32977834.2
37 EXHIBIT "D"

WORKERS COMPENSATION INSURANCE CERTIFICATION

WORKERS' COMPENSATION DECLARATION
I hereby affirm under penalty of perjury one of the following declarations:
(ONE OF THE BOXES BELOW MUST BE CHECKED) □ n I have and will maintain a certificate of consent from the California Labor Commission to self-insure for workers' compensation, as provided for by Section 3700 of the Labor Code, for the performance of the work to be performed under this contract. I have and will maintain workers' compensation insurance, as required by Section 3700 of the Labor Code, for the performance of the work to be performed under this contract. My workers' compensation insurance carrier and policy number are: camfil_ -+- /l+-=c~e _.:_ll___ci_122L-Yt-~ ...-.~,.,_a~ X~ ,,uo.=--=- ~ -=-- -C:u ~ - Policy Number C S:--/ L ~ g ..S 7' -/ I certify that, in the performance of the work under this Agreement, I shall not employ any person in any manner so as to become subject to the workers' compensation laws of California, and I hereby agree to indemnify, defend, and hold harmless the City of San Clemente and all of its officials, employees, and agents from and against any and all claims, liabilities, and losses relating to personal injury or death, economic losses, and property damage arising out of my failure to provide such worker's compensation insurance. I further agree that, if I should become subject to the workers' compensation provisions of Section 3700 of the Labor Code, I shall forthwith comply with those provisions.

WARNING: FAILURE TO SECURE WORKERS' COMPENSATION COVERAGE IS

UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000), IN

ADDITION TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE, INTEREST, AND ATTORNEY'S FEES. - 25 -
55452.01510\32977834.2
38 Dated: ~ -- z:5
Consultant
By:

Address
- 26 -
55452.01 510\32977834.2
39 EXHIBIT "E"

PUBLIC WORKS CONTRACTOR REGISTRATION CERTIFICATION
Pursuant to Labor Code sections 1725.5 and 1771. 1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations. See http://www.dir.ca.gov/PublicWorks/PublicWorks.html for additional information.

No bid will be accepted nor any contract entered into without proof of the contractor's and subcontractors' current registration with the.Department of Industrial Relations to perform public work.

Contractor hereby certifies that it is aware of the registration requirements set forth in Labor Code sections 1725.5 and 1771.1 and is currently registered as a contractor with the Department of Industrial Relations.1
Name of Contractor:____;, /+____;,{..:;_ ~ _ !__.....i....(=--_____ _ DIR Registration Number: /o:00 j Lf& /
DIR Registration Expiration: () 4 / 30 / 2RJ 2--~ r J
Small Project Exemption: __ Yes or X- No
Unless Contractor is exempt pursu-ant to the small project exemption, Contractor further acknowledges:
• Contractor shall maintain a current DIR registration for the duration of the project. • Contractor shall include the requirements of Labor Code sections 1725.5 and 1771.1 in its contract with subcontractors and ensure that all subcontractors are registered at the time of bid opening and maintain registration status for the duration of the project. • Failure to submit this form or comply with any of the above requirements may result in a finding that the bid is non-responsive.

NameofContractor ;4.fl~~ {),-v~t"'i.;fr,1 £',,.)- T"'lc.- Signature
Name and Title ~ i~ c,..~"" k '(
Dated 8 --8- 3>
1 If the Project is exempt from the contractor registration requirements pursuant to the small project exemption under Labor Code Sections 1725.5 and 1771.1, please mark "Yes" in response to "Small Project Exemption."
- 27 -
55452.0 I 510\32977834.2
40 55452.01510\32977834.2
EXHIBIT "F"

PAYMENTANDPERFORMANCEBONDS
- 28 -
41 PERFORMANCE BOND
l<NOW ALL PERSONS BY THESE PRESENTS:

THAT WHEREAS, the City of San Clemente (hereinafter referred to as "City") has awarded to ________ _ , (hereinafter referred to as the "Contractor") an agreement for
(hereinafter referred to as the "Project").

WHER AS, the work to be performed by the Contractor is more particularly set forth in the Contract Documents for the Project dated ______ _ , (hereinafter referred to as "Contract Documents"), the terms and conditions of which are expressly incorporated herein by reference; and
WHEREAS, the Contractor is required by said Contract Documents to perform the terms thereof and to furnish a bond for the fa ithful performance of said Contract Documents.

NOW, THEREFORE, we, _ ______ the undersigned Contractor and _ ________ __________ as Surety, a corporation organized and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto the City in the sum of _ ________ __ DOLLARS, {$ _____ ), said sum being not less than one hundred percent ( 100%) of the total amount of the Contract, for which amount well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH, that, if the Contractor, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements in the Contract Documents and any alteration thereof made as therein provided, on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill all obligations including the one~year guarantee of all materials and workmanship; . and shall indemnify and save hamiless the City, its officers and agents, as stipulated in said Contract Documents, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.

As a condition precedent to the satisfactory completion of the Contract Documents, unless otherwise provided for in the Contract Documents, the above obligation shall hold good for a period of one (1) year after the acceptance of the work by City, during which time if Contractor shall fail to make full, complete, and satisfactory repair and replacements and totally protect the City from loss or damage resulting from or caused by defective materials or faulty workmanship, Surety shall undertake and faithfully fulfill all such obligations. The obligations of Surety hereunder shall continue so long as any obligation of Contractor remains. Nothing herein shall limit the City's rights or the Contractor or Surety's obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure section 337.15.

Whenever Contractor shall be, and is declared by the City to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly, at the City's option:
- 29 - 55452.0 I 5 I0\32977834.2
42 ('I) Take over and complete the Project in accordance with all terms and conditions In the Contract Documents; or
(2) Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety and the City, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term "balance of the contract price" as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents.
(3) Permit the City to complete the Project in any manner consistent with local, California and federal law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term "balance of the contract price" as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents.

Surety expressly agrees that the City may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Contractor.

Surety shall not utilize Contractor in completing the Project nor shall Surety accept a bid from Contractor for completion of the Project if the City, when declaring the Contractor in default, notifies Surety of the City's objection to Contractor's further participation in the completion of the Project.

The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of any such c:;hange, extension of time, a)teration or addition to the terms of the Contract Documents or to the Project, including but not limited to the provisions of sections 2819 and 2845 of the California Civil Code.

IN WITNESS WHEREOF, we have hereunto set our hands and seals this ___ day of _____ , 20_).
(Corporate Seal)
Contractor/ Principal
By _____________ _
Title ____________ _
- 30 - 55452.01510\32977834.2
43 (Corporate Seal) Surety
By -------------- Attorney-in-Fact
Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached.
(Attach Attorney-in-Fact Certificate) Title ____________ _ The rate of premium on th is bond is _____ per thousand. The total amount of premium charges, $ ____________ _
(The above must be filled in by corporate attorney.)

THIS IS A REQUIRED FORM
Any claims under this bond may be addressed to:
(Name and Address of Surety)
(Name and Address of Agent or
Representative for service of
process in California, if different
from above)
(Telephone number of Surety and
Agent or Representative for service
of process in California)
NOTE: A copy of the Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto.
- 31 - 55452.0l 510\32977834.2
44 Notary Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA
COUNTY OF ____ _
On _ _ _____ ____. 20_ , before me, ______________ , Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the Instrument.
l certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature of Notary

OPTIONAL
Though /he Information below Is no/ required by law, ii may prove valuable to persons relying on /he document and could prevent fraudulent removal and reattachment of /his form to anolher document.

CAPACITY CLAIMED BY SIGNER
□ Individual
□ Corporate Officer
□ Partner( s)
D Attorney-In-Fact
D Trustee(s)
D Guardian/Conservator
Other:

Signer Is representing:

Name Of Person(s) Or
4875-3807-1395 v4
55452.0 [510\32977834.2
□ Limited
D General

DESCRIPTION OF ATTACHED DOCUMENT
Title or Type of
Number of
Date of
Slgner(s) Other Than Named Above
- 32 -
45 PAYMENT BOND
f<NOW ALL MEN BY THESE PRESENTS That
WHEREAS, the City of San Clemente (hereinafter designated as the "City"), by action taken or a resolution passed _______ , 20_ has awarded to ________ _ hereina~er designated as the "Principal," a contract for the work described as follows:
______________________ (the "Project"); and
WHEREAS, the work to be perfonned by the Principal is more particularly set forth in the Contract Documents for the Project dated ________ ("Contract Documents"), the terms and conditions of which are expressly incorporated by reference; and WHEREAS, said Principal is required to furnish a bond in connection with said contract; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for or about the perfonnance of the work contracted to be done, or for any worl< or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of said Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth.

NOW THEREFORE, we, the Principal and ___________ as Surety, are held and firmly bound unto the City in the penal sum of _ _______ ____ _ _______ Dollars ($ _____ ) lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, his or its subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of the persons named in Section 9100 of the Civil Code, fall to pay for any materials, provisions or other supplies, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor perfonned under the contract, or for any amounts required to be deducted, w_ithheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the contractor and his subcontractors pursuant to Section 18663 of the Revenue and Taxation Code, with respect to such work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the si.Jm herein above specified.

This bond shall inure to the benefit of any of the persons named in Section 9100 of the Civil Code so as to give a right of action to such persons or their assigns in any suit brought upon this bond.

It Is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme or work of improvement herein above described, nor by any rescission or attempted rescission of the contract, agreement or bond, nor by any conditions precedent or - 33-
55452.01510\32977834.2
46 subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such bond has been given, by reason of any breach of contract between the owner or City and original contractor or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Section 9100 of the Civil Code, and has not been paid the full amount of his claim and that Surety does hereby waive notice of any such change, extension of time, addition, alteration or modification herein mentioned and the provisions of sections 2819 and 2845 of the California Civil Code. ·
IN WITNESS WHEREOF, we have hereunto set our hands and seals this ___ day of ------' 20_ .
(Corporate Seal)
Contractor/ Principal
By _______ ______ _
Title ____________ _
(Corporate Seal) Surety
By-------------- Attorney-in-Fact
Title ____________ _
Signatures of those signing for the Contractor and Surety must be notarized and evidence of corporate authority attached. A Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto .
. NOTE: A copy of the Power-of-Attorney authorizing the person signing on behalf of the Surety to do so must be attached hereto.
- 34 - 55452.01510\32977834.2
47 Notary -Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA
COUNTY OF _ _ __ _
On -------~ 20_ , before me, _ _ ____________ , Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature of Notary

OPTIONAL
Though the information below ts not required by law, it may prove valuable to persons relying on the document and could pravent fraudulent removal and reattachment of this fonn to another document.

CAPACITY CLAIMED BY SIGNER
□ Individual
□ Corporate Officer
□ Partner(s)
□ Attorney-In-Fact
□ Trustee(s)
□ Guardian/Conservator
Other:

Signer Is representing:

Name Of Person(s) Or
4860-7008-9059 v1
55452.01510\32977834.2
□ Limited
□ General

DESCRIPTION OF ATTACHED DOCUMENT
Title or Type of
Number of
Date of
Slgner(s) Other Than Named Above
- 35 -
48 NOT APPLICABLE
55452,01510\'32977834,2
EXHIBIT "G"

FEDERAL REQUIREMENTS
- 36 -
49 3.13 Insurance.

EXHIBIT "H"

INSURANCE REQUIREMENTS

3.13.1 Time. for Compliance. Contractor shall not commence work under this Contract until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract as required in section 1.1 .12 of this agreement. 3: 13.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Contract for work to be performed hereunder, and without limiting the indemnity provisions of the Contract, the Contractor, in partial performance of its obligations under such Contract, shall procure and maintain in full force and effect during the term of the Contract the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Contractor agrees to amend, supplement or endorse the policies to do so. (A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 0001, or the exact equivalent, and shall be no less than $2,000,000 per occurrence and no less than $4,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits.

The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to the Contract.
(B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering "Any Auto" (Symbol 1 ), or the exact equivalent, covering bodily injury and property damage for all activities shall be in an amount of not less than $1,000,000 combined limit for each occurrence. (C) Workers' Compensation: Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.
(D) Builder's Risk Insurance ["All Risk"]: The City has obtained Builder's Risk [" All Risk"] extended coverage insurance for the Project. Contractor shall NOT procure Builder's Risk ["All Risk"] insurance for this Project, and shall NOT include the-cost of said coverage in its bid price/the Contract Price.
(E) Contractors Pollution Liability: Contractors Pollution Liability Insurance covering all of the Contractor's operations to include onsite and offsite coverage for bodily injury (including death and mental anguish), property damage, defense costs and cleanup costs with limits not less than $2,000,000 per loss and $4,000,000 total all losses. The policy shall contain no endorsements or provisions limiting contractual liability or coverage for cross liability of claims or suits by one Insured against another. If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Contract and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Contract. - 37 - 55452.01510132977834.2
50 3. 13.3 Endorsements. Required insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms approved by the City to add the following provisions to the insurance poli cies:
(A) Commercial General Liability and Contractor's Pollution Liability:
(1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Contract.

Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Contractor; or (4) contain any other exclusions contrary to the terms of purposes of this Contract. For all policies of Commercial General Liability insurance, Contractor shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement.
(2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Automobile Liability:
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a·thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (C) Workers' Compensation:
(1) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents and volunteers.
(2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.

3.13.4 Primary and Non-Contributing Insurance. All policies of Commercial General Liability, Automobile Liability insurance (if required) shall be primary and any other Insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees agents or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

3.13.5 Waiver of Subrogation. All policies of Commercial General Liability, Automobile Liability insurance (if required) shall contain o.r be endorsed to waive subrogation against the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors. - 38 - 55452.01510\32977834.2
51 3.13.6 Deductibles and Self-Insured Retentions. Any deductible or self-insured retention in excess of $5,000 must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.
3:13.7 Evidence of Insurance. The Contractor, concurrently with the execution of the Contract, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be fi led with the City. If such coverage is cancelled or reduced, and not replaced immediately so as to avoid a lapse in the required coverage, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

3.13.8 Failure to Maintain Coverage. In the event any policy of insurance required under this Contract does not comply with these specifications or is canceled and not replaced immediately so as t!) avoid a lapse in the required coverage, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may cancel this Contract, effective upon notice.

3.13.9 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A- VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

3.13.10 Enforcement of Contract Provisions (non estoppel}. Contractor acknowledges and agrees that actual or alleged failure on the part of the City to inform Contractor of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.

3.13.11 Requirements Not Limiting . Requirement of specific coverage or minim um limits contained in this Appendix are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.

3.13.12 Insurance for Subcontractors. Contractor shall include all Subcontractors as additional insureds under the Contractor's policies, or the Contractor shall be responsible for causing Subcontractors to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents and volunteers as additional insureds to the Subcontractor's policies. All policies of Commercial General Liability insurance provided by Subcontractors shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13. Contractor shall not allow any Subcontractor to commence work until it has received satisfactory evidence of Subcontractor's. compliance with all insurance - 39 - 55452.01510\32977834.2
52 requirements under this Contract, to the extent applicable. The Contractor shall provide satisfactory evidence of compliance with this section upon request of the City. - 40-
55452.01510\32977834.2

AGENDA REPORT

CITY OF SAN CLEMENTE
City Council Meeting
910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org
Meeting Date: 8/15/2023 Agenda Item: 6O
Department: City Manager
Prepared By Andy Hall, City Manager
Subject:

CONSIDERATION OF COUNCILMEMBER TRAVEL AND TRAINING EXPENSES - LEAGUE

OF CALIFORNIA CITIES CONFERENCE
Fiscal Impact:

Up to $6,200 related to three City Councilmembers’ attendance at the League of California Cities conference.

Summary:

In accordance with City Council Policy 1201-8, Attachment 1 details anticipated expenses related to travel and training for City Councilmembers.

Background:

City Council Policy 1201-8 was adopted by the City Council to ensure the full body of the City Council is aware of travel or training expenses. The policy indicates that any travel or training expense in excess of $250 will be placed on the consent calendar for consideration by the City Council.

The full cost breakdown for the travel request is provided as Attachment 1 of this Administrative Report.

Travel and training expenses will be related to Mayor Duncan, Councilmember Cabral, and Councilmember Enmeier attending the League of California Cities conference in Sacramento, CA in September.

Council Options:
· Authorize travel and training expenses detailed in Attachments 1-3. · Request additional information.
· Deny the request for travel and training.

Environmental Review/Analysis:

Not a “project” under the California Environmental Quality Act.

Recommended Actions:

Staff Recommendation
CITY OF SAN CLEMENTE Page 1 of 2 Printed on 8/10/2023
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Meeting Date: 8/15/2023 Agenda Item: 6O
Authorize an expenditure of up to $6,200 related to three City Councilmembers’ attendance at the League of California Cities conference.

Attachment:

1. Itemized travel for Councilmember Cabral

2. Itemized travel for Councilmember Enmeier

3. Itemized travel for Mayor Duncan
Notification:

None.

CITY OF SAN CLEMENTE Page 2 of 2 Printed on 8/10/2023
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ATTACHMENT 1
Itemized Travel and Training Expenses
Councilmember Victor Cabral
Training/Conference League of California Cities Conference Date(s) September 20-22, 2023
Location Sacramento, CA
Registration Fees $650.00
Flight/Travel Expense Estimated $500.00
Hotel Expense $578.00
Ground Transportation Estimated $200
Incidentals Estimated $272
Total Not to Exceed $2,200
3 ATTACHMENT 2
Itemized Travel and Training Expenses
Councilmember Mark Enmeier
Training/Conference League of California Cities Conference Date(s) September 20-22, 2023
Location Sacramento, CA
Registration Fees $650.00
Flight/Travel Expense Estimated $500.00
Hotel Expense $430.00
Ground Transportation Estimated $150
Incidentals Estimated $270
Total Not to Exceed $2,000
4 ATTACHMENT 3
Itemized Travel and Training Expenses
Councilmember Chris Duncan
Training/Conference League of California Cities Conference Date(s) September 20-22, 2023
Location Sacramento, CA
Registration Fees $650.00
Flight/Travel Expense Estimated $500.00
Hotel Expense $430.00
Ground Transportation Estimated $150
Incidentals Estimated $270
Total Not to Exceed $2,000
5 910 Calle Negocio
2nd Floor
San Clemente, California
www.san-clemente.org

AGENDA REPORT

CITY OF SAN CLEMENTE
City Council Meeting
CITY OF SAN CLEMENTE Printed on 8/10/2023
powered by Legistar™
Meeting Date: August 15, 2023 Agenda Item: 6P
Department: City Council
Prepared By Andy Hall, City Manager
Subject:

CONSIDERATION OF LETTER OF SUPPORT: SB 326 (EGGMAN) BEHAVIORAL HEALTH SERVICES ACT AND AB 531 (IRWIN) BEHAVIORAL HEALTH INFRASTRUCTURE BOND ACT OF 2023
Fiscal Impact:

None at this time.

Summary:

The attached letter of support for Council consideration is the legislative package that includes Senate Bill 326 (SB 326) and Assembly Bill 531 (AB 531), which assists persons with mental health issues.

Background:

SB 326 and AB 531 focus on comprehensive solutions to transform California’s behavioral health system through housing with accountability and reforms.

SB 326: REFORM – This bill would modernize and reform the Mental Health Services Act (MHSA), which was passed by voters as Proposition 63 in 2004. This legislation would expand services to include treatment for those with substance abuse disorders, in addition to care for the most seriously mentally ill, providing more resources for housing and workforce, and includes continued community support for prevention, early intervention, and pilot programs with increased accountability for outcomes.

AB 531: BUILD – This is a $4.68 billion general bond obligation to build 10,000 new clinic beds and homes that is slated for the March 2024 ballot. This would be the single largest expansion of California’s continuum of behavioral health treatment and residential settings. It will create dedicated housing for people who have behavioral health needs as well as individuals experiencing homelessness, allowing Californians experiencing behavioral health conditions a place to stay safely stabilizing.

The behavioral health legislative package will go to the voters for approval in March 2024 after consideration and approval by the Legislature and with Governor Newson’s signature in 2023. 1

Page 1 of 2 ends

San Clemente City CouncilAugust 15, 2023

San Clemente City Council
August 15, 2023